Common use of Escrow Property Clause in Contracts

Escrow Property. 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, as provided in the Underwriting Agreement, the Underwriters will deposit, or cause to be deposited, with the Escrow Agent $1,382,801,000 and the Grantor will deposit, or cause to be deposited, with the Escrow Agent $55,000,000, in each case in cash or by wire transfer in immediately available funds (together, the “Initial Deposit”), which amounts collectively represent an amount sufficient to redeem in cash the Notes at a special redemption price equal to 101% of the aggregate principal amount of the Notes as required by Section 4.2 of the Supplemental Indenture (the “Special Redemption Price”), plus accrued and unpaid interest on the Notes from the date of issuance of the Notes to, but excluding, April 3, 2014 (the “Outside Redemption Date” and such total amount, the “Outside Redemption Total Amount”). (b) The Escrow Agent will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as hereinafter defined) and the proceeds of the foregoing in an escrow account (that shall be a Securities Account as defined in the Code) created by the Escrow Agent prior to or concurrently with the issuance of the Notes. Such escrow account will have account number 00000000 and shall be maintained by the Escrow Agent in the name of the Trustee (such account, together with any other account maintained by the Escrow Agent hereunder, the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Trustee will be the entitlement holder with respect to the Escrow Account. The Grantor will not have any access to the Escrow Account or funds or investments credited thereto, other than the limited contractual right to receive the Escrow Property (as defined below) under the circumstances specified in Sections 1.04(d) and 1.05 hereof. The Initial Deposit, the Escrow Account and all funds or securities now or hereafter credited to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments on any of the foregoing (collectively, the “Distributions”) received or receivable by the Escrow Agent in respect of any of the foregoing, together with all Security Entitlements (as defined in Section 8-102 of the Code) in respect thereof and proceeds of any of the foregoing are collectively referred to herein as “Escrow Property.”

Escrow Property. 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, as provided in the Underwriting Purchase Agreement, the Underwriters Initial Purchaser will deposit, or cause to be deposited, deposit with the Escrow Agent $1,382,801,000 and the Grantor will deposit, or cause to be deposited, with the Escrow Agent $55,000,000, in each case in cash or 901,094,000 by wire transfer in immediately available funds (together, the “Initial Deposit”), which amounts collectively represent an amount sufficient to redeem represents the gross proceeds from the Offering (which is net of “original issue discount” in cash connection with the Notes at a special redemption price equal to 101% offering of the aggregate principal amount Notes, but includes a deferred discount of the Notes as required by Section 4.2 of the Supplemental Indenture $16,100,000 (the “Special Redemption PriceDeferred Discount”), plus accrued and unpaid interest ) payable to the Initial Purchaser on the Notes from the date of issuance of the Notes to, but excluding, April 3, 2014 (the “Outside Redemption Release Date” and such total amount, the “Outside Redemption Total Amount”). (b) The Escrow Agent will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as hereinafter defined) and the proceeds of the foregoing in an escrow account (that shall be a Securities Account as defined in the Code) created by the Escrow Agent prior to or concurrently with the issuance of the Notes. Such escrow account Securities Account will have account number 00000000 095173-001 and shall be maintained by the Escrow Agent in the name of the Trustee (such account, together with any other account maintained by the Escrow Agent hereunder, 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 Grantor will not have any access to the Escrow Account or funds funds, investments or investments other assets credited thereto, other than the limited contractual right to receive the Escrow Property (as defined below) under the circumstances specified in Sections 1.04(d) and 1.05 Section 1.4 hereof. The Initial Deposit, the Escrow Account and all funds funds, securities or securities 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 on any of the foregoing (collectively, collectively the “Distributions”) received or receivable by the Escrow Agent Agent, less any property and/or funds distributed or paid in respect of any of the foregoingaccordance with this Agreement, together with all Security Entitlements (as defined in Section 8-102 of the Code) in respect thereof and proceeds of any of the foregoing are collectively referred to herein as “Escrow Property.” (c) If the Escrow Property is to be released pursuant to Section 1.4(d) and the aggregate amount of Escrow Property is not sufficient to satisfy all amounts payable under clauses (i) through (iv) thereof, then the Company shall deposit with the Trustee the amount required to satisfy (together with the Escrow Property) all amounts payable under such clauses.

Escrow Property. The initial funds to be deposited with the Escrow Agent Financial Institution will be as follows: (a) Concurrently with the execution and delivery hereof and the issuance of the Notes, as provided in the Underwriting Purchase Agreement, the Underwriters Initial Purchasers will deposit, or cause to be deposited, with the Escrow Agent Financial Institution $1,382,801,000 375,000,000, and the Grantor will deposit, or cause to be deposited, with the Escrow Agent Financial Institution $55,000,00020,195,312.50, in each case in cash or by wire transfer in immediately available funds (together, the “Initial Deposit”), which amounts collectively represent an amount sufficient to redeem in cash the Notes at a special redemption price equal to 101100% of the aggregate principal amount of the Notes as required by Section 4.2 3.07 of the Supplemental Indenture (the “Special Redemption Price”), ) plus accrued and unpaid interest on the Notes from the date of issuance of the Notes that would accrue to, but excluding, April 3October 1, 2014 2013 (the “Outside Special Redemption Date” and such total amount, the “Outside Special Redemption Total Amount”), if the Notes are required to be redeemed pursuant to Section 3.07 of the Indenture. (b) The Escrow Agent Financial Institution will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as hereinafter defined) and the proceeds of the foregoing in an escrow account (that shall be a Securities Account as defined in the Code) created by the Escrow Agent Financial Institution prior to or concurrently with the issuance of the Notes. Such escrow account will have account number 00000000 GLA 111-565 For further credit to TAS#538766 and shall be maintained by the Escrow Agent Financial Institution in the name of the Trustee (such account, together with any other account maintained by the Escrow Agent Financial Institution hereunder, the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Trustee will be the entitlement holder with respect to the Escrow Account. The Grantor will not have any access to the Escrow Account or funds or investments credited thereto, other than the limited contractual right to receive the Escrow Property (as defined below) under the circumstances specified in Sections 1.04(d) and 1.05 hereof. The Initial Deposit, the Escrow Account and all funds or securities now or hereafter credited to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments on any of the foregoing (collectively, collectively the “Distributions”) received or receivable by the Escrow Agent or the Financial Institution in respect of any of the foregoing, together with all Security Entitlements (as defined in Section 8-102 of the Code) in respect thereof and proceeds of any of the foregoing are collectively referred to herein as “Escrow Property.”

Escrow Property. The initial property and/or funds deposited or to be deposited with the Escrow Agent will by the Grantor shall be as follows: (a) Concurrently with the execution and delivery hereof and the issuance of the Notes, as provided in the Underwriting Agreement, the Underwriters : (i) Bear Xxxxxxx will deposit, or cause to be deposited, deposit with the Escrow Agent $1,382,801,000 and the Grantor will deposit, or cause to be deposited, with the Escrow Agent $55,000,000, in each case in cash or 125,000,000 by wire transfer in immediately available funds funds, which amount represents the gross proceeds from the Offering; and (togetherii) the Grantor will deposit with the Escrow Agent $6,638,888.89 by wire transfer in immediately available funds. As a result of the simultaneous deposits made pursuant to clauses (i) and (ii) above, the “Initial Deposit”aggregate amount deposited with the Escrow Agent on the date hereof will be $131,638,888.89 (one hundred thirty-one million six hundred thirty-eight thousand eight hundred eighty-eight and 89/100 dollars), which amounts collectively represent an amount is sufficient to redeem in cash the Notes at a special redemption price Notes, in whole and not in part, in an amount equal to 101100% of the aggregate principal amount of the Notes as required by Section 4.2 of the Supplemental Indenture on May 4, 2005 (the “Special Redemption PriceIssue Date”), ) plus accrued and unpaid interest on the Notes from the date of issuance of the Notes to, but excluding, April Issue Date to January 3, 2014 2006 (the “Outside Redemption Date” and such total amount, the “Outside Redemption Total AmountInitial Deposit”). (bi) The Escrow Agent will shall accept the Initial Deposit and will shall hold such funds, all investments thereof, any Distributions (as hereinafter defined) funds and the proceeds of the foregoing thereof in an escrow a separate identifiable account (that shall be a Securities Account as defined in the Code) created by the Escrow Agent prior to or concurrently with the issuance of the Notes. Such escrow account will have account number 00000000 and shall be maintained by the Escrow Agent in the name of the Trustee (such account, together with any other account maintained by the Escrow Agent hereunder, the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Escrow Account shall be under the control (within the meaning of Section 8-106, 9-106 and 9-104 of the UCC) of the Trustee will be and, notwithstanding any other provisions of this Agreement, the Escrow Agent shall comply with all entitlement holder orders and instructions given by the Trustee with respect to the Escrow Account. The Grantor will not have any access to the Escrow Account or funds or investments credited thereto, other than the limited contractual right to receive the Escrow Property (as defined belowherein) without further consent of the Grantors or any other person. The Trustee agrees not to deliver any entitlement orders or instructions except as permitted by Section 3 hereof; provided, however, that the Escrow Agent shall comply with all entitlement orders and instructions given by the Trustee. Notwithstanding anything to the contrary contained herein, if at any time the Escrow Agent receives conflicting orders or instructions from the Trustee or the Grantor, the Escrow Agent shall comply with such entitlement order or instruction of the Trustee without further consent by the Grantor or any other person. (ii) Each party hereto hereby confirms that the arrangements established under this Section 1(b) constitute “control” of the Escrow Account. The Escrow Agent and the Grantor have not and will not enter into any other agreement with respect to control of the Escrow Account or purporting to limit or condition the obligation of the Escrow Agent to comply with any orders or instructions with respect to any Escrow Account as set forth in this Section 1(b). (iii) The Escrow Agent hereby agrees that any security interest in, lien on, encumbrance, claim or right of setoff against, the Escrow Account or any funds therein it now has or subsequently obtains shall be subordinate to the security interest of the Trustee in the Escrow Account and the funds therein or credited thereto. The Escrow Agent agrees not to exercise any present or future right of recoupment or set-off against the Escrow Account or to assert against the Escrow Account any present or future security interest, banker’s lien or any other lien or claim (including claim for penalties) that the Escrow Agent may at any time have against or in the Escrow Account or any funds therein. (iv) As security for the due and punctual payment of the Escrow Redemption Price (as defined in the Indenture) on the Escrow Redemption Date (as defined in the Indenture), the Grantor hereby pledges, assigns and grants to the Trustee, for the benefit of the holders of the Notes, a continuing security interest in, and a lien on, the Escrow Account and the Escrow Property credited thereto and all the proceeds thereof, whether now owned or existing or hereafter acquired or arising. The security interest of the Trustee shall at all times be valid, perfected and enforceable as a first-priority security interest by the Trustee against the Grantor and all third parties in accordance with the terms of this Agreement. (v) The Grantor agrees to take all steps necessary in connection with the perfection of the Trustee’s security interest in the Escrow Property and, without limiting the generality of the foregoing, the Grantor hereby authorizes the Trustee to file one or more UCC financing statements in such filing offices and containing such descriptions of collateral as are necessary or advisable in order to perfect the security interest granted herein. (vi) The Grantor represents and warrants that it was duly incorporated and is validly existing as a Delaware corporation and is not incorporated under the circumstances specified in Sections 1.04(dlaws of any other jurisdiction, and during the term of this Agreement, the Grantor will not change its jurisdiction of organization without giving the Trustee 30 days’ prior written notice. (vii) Upon the release of any Escrow Property pursuant to Section 3 hereof, the security interest of the Trustee for the benefit of the holders of the Notes shall automatically terminate without any further action and 1.05 hereofthe Escrow Property shall be delivered to the recipient free and clear of any and all liens, claims or encumbrances of any person, including, without limitation, the Escrow Agent, the Trustee and the holders of the Notes. At such time, the Trustee shall execute such documents without recourse, representation or warranty of any kind as the Grantor shall reasonably request and provide to evidence or confirm the termination of such security interest. The Initial Deposit, the Escrow Account and all funds funds, securities or securities 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 on any of the foregoing (collectively, the “Distributions”) received or receivable by the Escrow Agent Agent, less any property and/or funds distributed or paid in respect of any of the foregoingaccordance with this Escrow Agreement, together with all Security Entitlements (as defined in Section 8-102 of the Code) in respect thereof and proceeds of any of the foregoing are collectively referred to herein as “Escrow Property.”

Escrow Property. 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, as provided in the Underwriting Agreement, the Underwriters will deposit, or cause to be deposited, with the Escrow Agent $1,382,801,000 and 2,482,762,500, which represents the Grantor will depositnet proceeds from the issuance of the Notes (after deducting the underwriting discounts but before offering expenses), or cause to be deposited, with the Escrow Agent $55,000,000, in each case in cash or by wire transfer in immediately available funds (together, the “Initial Deposit”), which amounts collectively represent an amount sufficient to redeem in cash the Notes at a special redemption price equal to 101% of the aggregate principal amount of the Notes as required by Section 4.2 of the Supplemental Indenture (the “Special Redemption Price”), plus accrued and unpaid interest on the Notes from the date of issuance of the Notes to, but excluding, April 3, 2014 (the “Outside Redemption Date” and such total amount, the “Outside Redemption Total Amount”). (b) The Escrow Agent will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as hereinafter defined) and the proceeds of the foregoing in an escrow account (that shall be a Securities Account as defined in the Code) created by the Escrow Agent prior to or concurrently with the issuance of the Notes. Such escrow account will have account number 00000000 256039000 and shall be maintained by the Escrow Agent in for the name benefit of the Trustee Grantor (such account, together with any other account maintained by the Escrow Agent hereunder, the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Trustee will be the entitlement holder with respect to the Escrow Account. The Grantor will not have any access to the Escrow Account or funds or investments credited thereto, other than the limited contractual right to receive the Escrow Property (as defined below) under the circumstances specified in Sections 1.04(d) and 1.05 hereof. The Initial Deposit, the Escrow Account and all funds or securities now or hereafter credited to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments on any of the foregoing (collectively, the “Distributions”) received or receivable by the Escrow Agent in respect of any of the foregoing, together with all Security Entitlements (as defined in Section 8-102 of the Code) in respect thereof and proceeds of any of the foregoing are collectively referred to herein as “Escrow Property.”

Escrow Property. The initial funds to be deposited with the Escrow Agent Financial Institution will be as follows: (a) Concurrently with the execution and delivery hereof and the issuance of the Notes, as provided in the Underwriting Purchase Agreement, the Underwriters Representative of the Initial Purchasers will deposit, or cause to be deposited, with the Escrow Agent Financial Institution $1,382,801,000 592,500,000.00 and the Grantor will deposit, or cause to be deposited, with the Escrow Agent Financial Institution $55,000,00011,533,333.33, in each case in cash or by wire transfer in immediately available funds (together, the “Initial Deposit”), which amounts collectively represent an amount sufficient to redeem in cash the Notes at a special redemption price equal to 101% of the aggregate principal amount of the Notes as required by Section 4.2 at a redemption price equal to 100% of the Supplemental Indenture (the “Special Redemption Price”), plus accrued and unpaid interest on the Notes from the date of issuance principal amount of the Notes plus the interest that would accrue to, but excluding, April 3July 16, 2014 (2015, if the “Outside Redemption Date” and such total amount, Notes are required to be redeemed pursuant to Section 3.08 of the “Outside Redemption Total Amount”)Indenture. The Escrow Agent shall have no responsibility to monitor or enforce the obligation of any party to make a deposit into the Escrow Account. The Escrow Agent has no responsibility for determining whether the amount of the deposits is sufficient for the intended purpose. (b) The Escrow Agent Financial Institution will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as hereinafter defined) and the proceeds of the foregoing in an escrow account (that shall be a Securities Account as defined in the Code) created by the Escrow Agent prior to or concurrently with the issuance of the Notes. Such escrow account will have account number 00000000 and shall be [ ] maintained by the Escrow Agent Financial Institution in the name of the Trustee (such account, together with any other account maintained by the Escrow Agent Financial Institution hereunder, the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Trustee will be the entitlement holder with respect to the Escrow Property and the Escrow Account. The Grantor will not have any access to the Escrow Account or funds or investments credited thereto, other than the limited contractual right to receive the Escrow Property (as defined below) under the circumstances specified in Sections 1.04(d) and Section 1.05 hereof. The Initial Deposit, the Escrow Account and all funds or securities now or hereafter credited to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments on any of the foregoing (collectively, collectively the “Distributions”) received or receivable by the Escrow Agent in respect of any of the foregoing, together with all Security Entitlements (as defined in Section 8-102 of the Code) in respect thereof and proceeds of any of the foregoing are collectively referred to herein as “Escrow Property.”