Common use of ESTABLISHMENT OF INTEREST ESCROW ACCOUNT Clause in Contracts

ESTABLISHMENT OF INTEREST ESCROW ACCOUNT. Concurrently with the execution and delivery hereof, Escrow Agent shall establish the Interest Escrow Account at its office at 000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxxx, MN 55101. Subject to the security interest granted therein for the benefit of the Trustee, and subject to the other terms and conditions of this Agreement, all funds accepted by Escrow Agent pursuant to this Agreement shall be held for the exclusive benefit of the Trustee, for the ratable benefit of the holders of the Notes. All such funds shall be held in the Interest Escrow Account until disbursed in accordance with the terms hereof. The Interest Escrow Account, the funds held therein and any Marketable Securities held by the Escrow Agent shall be deemed to be under the sole dominion and control of Escrow Agent for the benefit of the Trustee for the ratable benefit of the holders of the Notes, and all such funds shall be held by the Escrow Agent separate and apart from all other funds of or held by the Escrow Agent. Concurrently with the execution and delivery hereof, the Company shall deliver the Initial Escrow Amount to the Escrow Agent for deposit into the Interest Escrow Account against the Escrow Agent's written acknowledgment and receipt of the Initial Escrow Amount.

ESTABLISHMENT OF INTEREST ESCROW ACCOUNT. Concurrently with the execution and delivery hereof, Escrow Agent shall establish the Interest Escrow Account at its office at 000 Xxxx Xxxxx 101 Xxxxxxx Xxxxxx, Xxxxx XxxxFloor 21W, MN 55101New York, New York 10286. Subject to the security interest granted therein for the benefit of the Trustee, and subject to the other terms and conditions of this Agreement, all funds accepted by Escrow Agent pursuant to this Agreement shall be held for the exclusive benefit of the Trustee, Trustee for the ratable benefit of the holders of the Notes. All such funds shall be held in the Interest Escrow Account until disbursed in accordance with the terms hereof. The Interest Escrow Account, the funds held therein and any Marketable Securities held by the Escrow Agent shall be deemed to be under the sole dominion and control of Escrow Agent for the benefit of and the Trustee for the ratable benefit of the holders of the Notes, and all such funds shall be held by the Escrow Agent separate and apart from all other funds of or held by the Escrow Agent. Concurrently with the execution and delivery hereof, the Company Issuers shall deliver the Initial Escrow Amount to the Escrow Agent for deposit into the Interest Escrow Account against the Escrow Agent's written acknowledgment and receipt of the Initial Escrow Amount.

ESTABLISHMENT OF INTEREST ESCROW ACCOUNT. (i) Concurrently with the execution and delivery hereof, Escrow Agent shall establish the Interest Escrow Account Account, a non-interest bearing account, at its the office at 000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxxx, MN 55101of the Escrow Agent or Subcustodian in New York. Subject to the security interest granted therein for the benefit of the Trustee, and subject to the other terms and conditions of this Agreement, all funds accepted by Escrow Agent pursuant to this Agreement shall be held for the exclusive benefit of the Trustee, for the ratable benefit of the holders of the Notes. All such funds shall be held in the Interest Escrow Account until disbursed in accordance with the terms hereof. The Interest Escrow Account, and the funds and any U.S. Government Securities and permitted Cash Equivalents and proceeds held therein and any Marketable Securities held by the Escrow Agent Agent, shall be deemed to be under the sole dominion and control of Escrow Agent for the benefit of the Trustee for the ratable benefit of the holders of the Notes, Notes and all such funds shall be held by the Escrow Agent separate and apart from all other funds of or held by the Escrow Agent, subject to Section 5. Concurrently with the execution and delivery hereof, the Company shall deliver the Initial Escrow Amount to the Escrow Agent for deposit into the Interest Escrow Account against the Escrow Agent's written acknowledgment and receipt of the Initial Escrow Amount. The Escrow Agent hereby acknowledges the security interest in the Collateral in favor of the Trustee as a secured party for the ratable benefit of the holders of the Notes. The Escrow Agent does not have any interest in the Collateral except as escrow holder for the benefit of the Trustee for the ratable benefit of the holders of the Notes. The parties acknowledge that this Agreement is intended to establish control of the Collateral in favor of the Escrow Agent for the benefit of Trustee for the ratable benefit of the holders of the Notes in accordance and for purposes of Section 8-106 of the Uniform Commercial Code. The Company shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes, fees, charges or expenses relating to the Collateral incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes, fees, charges or expenses. Any payments of income from the Interest Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate W-9 forms for tax I.D. number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned on investment of funds which are part of the Collateral and is not responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Escrow Agreement or the resignation of the Escrow Agent.