Common use of Escrow of Interest Payments Clause in Contracts

Escrow of Interest Payments. The Company shall purchase and pledge to the Collateral Agent, for the exclusive benefit of the Noteholders, the Interest Payment Collateral. Such Interest Payment Collateral shall be deposited and held in a collateral account (the "Collateral Account") with The Bank of New York (the "Securities Intermediary"). The Company hereby (i) grants to the Collateral Agent for the benefit of the Noteholders a first priority security interest in and lien upon the Collateral Account and all cash, cash equivalents, instruments, securities (including any Interest Payment Collateral), and other financial or other assets which are maintained in the Collateral Account, as well as all security entitlements arising out of the assets carried in the Collateral Account, and all additional assets which are delivered by Company to the Securities Intermediary for deposit in the Collateral Account, from time to time and at any time, together with any substitutions or replacements, all cash and non-cash proceeds thereof, including but not limited to insurance proceeds, all cash and stock dividends, all securities issued pursuant to stock split or rights offerings or similar events, and all securities issued in exchange for any other of the foregoing as a result of mergers, reorganizations or similar transactions (the "Pledged Collateral") and (ii) agrees to execute and deliver on the Issue Date an Account Control Agreement with respect to the Pledged Collateral, substantially in the form attached as Exhibit E hereto with the Securities Intermediary and the Collateral Agent (as amended or modified from time to time, the "Account Control Agreement"). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Account Control Agreement as the same may be amended from time to time and directs the Collateral Agent to enter into the Account Control Agreement. Upon the payment in full of the interest on the outstanding notes through the August 15, 2007 Interest Payment Date and so long as no Event of Default shall have occurred and be continuing which would with the passage of time and failure to cure would result in an Event of Default, any amount remaining in the Collateral Account shall be released to the Company and the Account Control Agreement shall be terminated.

Escrow of Interest Payments. The Company shall purchase and pledge to the Collateral Agent, for the exclusive benefit of the Noteholders, the Interest Payment Collateral. Such Interest Payment Collateral shall be deposited and held in a collateral account (the "Collateral Account") with The Bank of New York (the "Securities Intermediary"). The Company hereby (i) grants to the Collateral Agent for the benefit of the Noteholders a first priority security interest in and lien upon the Collateral Account and all cash, cash equivalents, instruments, securities (including any Interest Payment Collateral), and other financial or other assets which are maintained in the Collateral Account, as well as all security entitlements arising out of the assets carried in the Collateral Account, and all additional assets which are delivered by Company to the Securities Intermediary for deposit in the Collateral Account, from time to time and at any time, together with any substitutions or replacements, all cash and non-cash proceeds thereof, including but not limited to insurance proceeds, all cash and stock dividends, all securities issued pursuant to stock split or rights offerings or similar events, and all securities issued in exchange for any other of the foregoing as a result of mergers, reorganizations or similar transactions (the "Pledged Collateral") and (ii) agrees to execute and deliver on the Issue Date an Account Control Agreement with respect to the Pledged Collateral, substantially in the form attached as Exhibit E hereto with the Securities Intermediary and the Collateral Agent (as amended or modified from time to time, the "Account Control Agreement"). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Account Control Agreement as the same may be amended from time to time and directs the Collateral Agent to enter into the Account Control Agreement. Upon the payment in full of the interest on the outstanding notes through the August February 15, 2007 2008 Interest Payment Date and so long as no Event of Default shall have occurred and be continuing which would with the passage of time and failure to cure would result in an Event of Default, any amount remaining in the Collateral Account shall be released to the Company and the Account Control Agreement shall be terminated.