Common use of Escrow of Proceeds Clause in Contracts

Escrow of Proceeds. Concurrently with the closing of this offering, the Escrow Issuer will enter into the Escrow Agreement with the Trustee and the Escrow Agent. The Escrow Issuer will deposit (or cause to be deposited) into the Escrow Account an amount equal to the gross proceeds of the Notes sold on the Issue Date, plus accrued interest on the Notes through and including September 10, 2022 (the “Outside Date”) (collectively and, together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”). Escrow Issuer will cause an additional amount to be deposited into the Escrow Account such that the Escrowed Property is sufficient to yield the Special Mandatory Redemption Price as of the Special Mandatory Redemption Date (each as defined under Section 14.02). The Escrowed Property will be held in the Escrow Account until the earlier of (i) an Escrow Release (as defined below) following the delivery by Issuer to the Escrow Agent of the Officer’s Certificate referred to in the next succeeding paragraph and (ii) a Special Mandatory Redemption Date. The Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders, subject to certain Liens of the Escrow Agent, a first-priority Lien in the Escrow Account and all Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien shall automatically be released and terminated at such time as the Escrowed Property is released from the Escrow Account on the Escrow Release Date (as defined below). The Escrow Agent will invest the Escrowed Property in such Eligible Escrow Investments, and liquidate such Eligible Escrow Investments, as the Issuer will from time to time direct in writing. Subject to the provisions described in Section 14.02, the Escrow Issuer will only be entitled to direct the Escrow Agent to release Escrowed Property (in which case the Escrowed Property will be paid to or as directed by the Escrow Issuer) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Outside Date, of an Officer’s Certificate, certifying that the following conditions (the “Escrow Release Conditions”) have been or, substantially concurrently with the release of the Escrowed Property, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”):

Escrow of Proceeds. Concurrently with the closing issuance of this offeringthe Notes on the Issue Date, the Escrow Issuer will Company shall enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement Agreement”) with the Trustee and U.S. Bank National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). Pursuant to the Escrow Agent. The Agreement, the Initial Purchasers of the Notes shall deliver and deposit into an escrow account (the “Escrow Issuer will Account”) with the Escrow Agent an amount in cash that is equal to the net proceeds from the sale of the Notes, and (ii) the Company shall deliver and deposit (or cause to be delivered and deposited) into the Escrow Account with the Escrow Agent an amount in cash that, when taken together with the amount deposited pursuant to the foregoing clause (i), is equal to the gross proceeds 101.0% of the Notes sold on principal amount of the Issue DateNotes, plus accrued interest that will accrue on the Notes through and including September 10to, 2022 but not including, the Special Mandatory Redemption Date, assuming for purposes of the interest calculation in this clause (ii) that the “Company notifies the Escrow Agent on the Outside Date”) (collectively andDate that the SSNI Acquisition will not be consummated. The amount of cash in the Escrow Account, together with any other property from time to time held by the Escrow Agent in the Escrow Account, is collectively referred to as the “Escrowed PropertyEscrow Proceeds”). In the event the parties to the Acquisition Agreement agree to extend the Termination Date (as defined in the Acquisition Agreement) pursuant to the terms and conditions of the Acquisition Agreement to a date that is later than the Outside Date and unless the Company has directed the Escrow Issuer will Agent to release the Escrow Proceeds in accordance with Section 4(a) of the Escrow Agreement or delivers notice to the Escrow Agent in accordance with Section 4(b) of the Escrow Agreement, on the date such parties agree to such extension of the Termination Date (as defined in the Acquisition Agreement) the Company shall deposit (or cause an additional amount to be deposited deposited) into the Escrow Account such an amount of cash equal to the amount of interest that would accrue on the Escrowed Property is sufficient Notes from the first Business Day following the Outside Date to, but not including, the first Business Day following the Extended Outside Date, as calculated by the Company in accordance with the Indenture. Prior to yield the Special Mandatory Redemption Price as consummation of the Special Mandatory Redemption Date (each SSNI Acquisition, periodic interest payments due under this Indenture shall be paid from the Escrow Proceeds. Amounts not paid as defined under Section 14.02). The Escrowed Property will periodic interest shall be held in the Escrow Account until the earlier of (i) an Escrow Release (as defined below) following the delivery by Issuer date on which the Company delivers to the Escrow Agent of the Officer’s Certificate referred pursuant to in Section 4(a) of the next succeeding paragraph Escrow Agreement and (ii) a the Special Mandatory Redemption Date. The Escrow Issuer will Company shall grant the Trustee, for its benefit and the benefit of the Holders, subject to certain Liens liens of the Escrow Agent, a first-priority Lien security interest in the Escrow Account and all Eligible Escrow Investments deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below)Amount; provided, however, that such Lien lien and security interest shall automatically be released and terminated terminate at such time as the Escrowed Property is Escrow Proceeds are released from the Escrow Account escrow on the Escrow Release Date (as defined below)Date. The Escrow Agent will invest the Escrowed Property in such Eligible Escrow Investments, and liquidate such Eligible Escrow Investments, as the Issuer will from time to time direct in writing. Subject to the provisions described in Section 14.02, the Escrow Issuer will only be entitled to direct the Escrow Agent to release Escrowed Property (in which case the Escrowed Property will be paid to or as directed by the Escrow Issuer) (the “Escrow Release”) upon delivery Prior to the Escrow Agent, on or prior to the Outside Release Date, of an Officer’s Certificate, certifying that the following conditions (the “Escrow Release Conditions”) have been or, substantially concurrently with the release of the Escrowed Property, will Notes shall be satisfied (the date secured only by a pledge of the Escrow Release is hereinafter referred to as Account and the “Escrow Release Date”):Proceeds.

Escrow of Proceeds. Concurrently (a) If the conditions to the Escrow Release set forth in Section 4.13(b) shall not be satisfied substantially concurrently with the closing execution of this offeringIndenture, the Escrow Issuer will enter into the Escrow Agreement with the Trustee and the Escrow Agent. The Escrow Issuer will deposit (or cause to be deposited) into the Escrow Account an amount equal to the gross proceeds of the Notes sold on the Issue Date, plus accrued interest on the Notes through and including September 10, 2022 Escrow Issuer shall enter into an escrow agreement (the “Outside DateEscrow Agreement”) with the Trustee and U.S. Bank National Association, as escrow agent (collectively andthe “Escrow Agent”), together pursuant to which the Escrow Issuer shall deposit or cause to be deposited on the Issue Date in a segregated escrow account (the “Escrow Account”) with the Escrow Agent (collectively, with any other property from time to time held by the Escrow Agent in for the Escrow Accountbenefit of Holders, the “Escrowed Property”). Escrow Issuer will cause ): (i) an amount equal to the net proceeds from the offering of the Securities and (ii) an additional amount to be in cash that, when taken together with the net proceeds of the offering of the Securities deposited into the Escrow Account such that the Escrowed Property Account, is sufficient equal to yield the Special Mandatory Redemption Price as 100.0% of the Special Mandatory Redemption Date (each as defined under Section 14.02). The Escrowed Property will be held in the Escrow Account until the earlier of (i) an Escrow Release (as defined below) following the delivery by Issuer to the Escrow Agent principal amount of the Officer’s Certificate referred to in Securities plus the next succeeding paragraph and (ii) a Special Mandatory Redemption Date. The Escrow Issuer amount of interest that will grant the Trustee, for its benefit and the benefit of the Holders, subject to certain Liens of the Escrow Agent, a first-priority Lien in the Escrow Account and all Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien shall automatically be released and terminated at such time as the Escrowed Property is released from the Escrow Account accrue on the Escrow Release Date (as defined below)Securities through October 31, 2017. The Escrow Agent will invest the Escrowed Property in such Eligible Escrow Investments, and liquidate such Eligible Escrow Investments, as the Issuer will from time to time direct in writing. Subject to the provisions described in Section 14.02In addition, the Escrow Issuer will only be entitled to direct the Escrow Agent to release Escrowed Property (in which case the Escrowed Property will be paid to or as directed by the Escrow Issuer) (the “Escrow Release”) upon delivery to the Escrow Agent, Agreement shall provide that on or prior to the Outside Datedate that is five Business Days prior to the last day of each month, from and including October 2017 through and including July 2018 (in each case, unless the Escrow Release has occurred), the Escrow Issuer shall deposit, or the Company shall cause to be deposited, into the Escrow Account an amount in cash equal to the amount of an Officer’s Certificate, certifying interest that shall accrue on the Securities from (and including) the first day of the following month through (and including) the last day of such following month. In the event that the following conditions (to the “Escrow Release Conditions”have not been satisfied on or prior to February 28, 2018, the Escrow Agreement shall require the Escrow Issuer to deposit, or the Company to cause to be deposited, into the Escrow Account on March 1, 2018 an additional amount of cash that, when taken together with the Escrowed Property (excluding amounts deposited in respect of prefunded interest) have been orthen held in the Escrow Account, is equal to 101.0% of the principal amount of the Securities. If the Acquisition closes substantially concurrently with the release execution of this Indenture, then, notwithstanding anything in this Indenture to the contrary, the Escrow Account arrangements described herein shall not be implemented and the Securities shall not be subject to the Special Mandatory Redemption provisions set forth on the reverse side of the Escrowed Property, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”):Security.

Escrow of Proceeds. Concurrently Substantially concurrently with the closing of this offeringthe offering of the Notes on the Issue Date, the Escrow Issuer Company will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement Agreement”), substantially in the form of Exhibit C, with the Trustee and Wilmington Trust, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent. The Escrow Issuer will deposit (or cause ”), pursuant to be deposited) into the Escrow Account which an amount equal to the gross proceeds of the offering of the Notes sold on the Issue DateDate will be deposited into an escrow account (the “Escrow Account”). By its acceptance of the Notes, each Holder shall be deemed to authorize and direct the Trustee to execute, deliver and perform its obligations under the Escrow Agreement. The Escrow Account will not include cash to fund any accrued and unpaid interest owing to Holders, which is included in the Special Mandatory Redemption Price. In the event that the Special Mandatory Price payable upon such Special Mandatory Redemption for the Notes exceeds the amount of the applicable Escrowed Property, the Company will be required to fund the difference between the applicable Special Mandatory Redemption Price and the amount of the Escrowed Property, plus accrued interest on fees and expenses of the Trustee and the Escrow Agent. The initial funds deposited in the Escrow Account, and all other funds, securities, interest, dividends, distributions and other property and payments credited to the Escrow Account in connection with the Notes through (less any property and/or funds paid in accordance with the Escrow Agreement) are referred to, collectively, as the “Escrowed Property.” The Escrowed Property will be controlled by the Escrow Agent, on behalf of the Trustee and including September 10the Holders. The Company will be entitled to cause the Escrow Agent to release the Escrowed Property (in which case the Escrowed Property will be paid to, or as directed by, the Company) (the “Escrow Release”) upon delivery to the Escrow Agent and the Trustee, on or prior to February 23, 2022 (the “Escrow Outside Date”) ), of an Officer’s Certificate (collectively andthe “Escrow Release Officer’s Certificate”), together with any other property from time to time held by upon which the Escrow Agent in and the Trustee shall be entitled to rely absolutely without further investigation, to the effect that (1) the Acquisition and related transactions will be consummated substantially concurrently with or promptly following the Escrow Account, Release and (2) the “Escrowed Property”). Escrow Issuer Credit Agreement has become effective or will cause an additional amount to be deposited into become effective substantially concurrently with or promptly following the Escrow Account such that the Escrowed Property is sufficient to yield the Special Mandatory Redemption Price as of the Special Mandatory Redemption Date (each as defined under Section 14.02)Release. The Escrowed Property will be held in the Escrow Account until the earlier of (i) an Escrow Release (as defined below) will occur promptly following the delivery receipt by Issuer to the Escrow Agent of the Escrow Release Officer’s Certificate referred (the date of the Escrow Release, the “Completion Date”). Upon the Escrow Release, the Escrowed Property will be paid out of the Escrow Account in accordance with the Escrow Agreement and the Escrow Account will be reduced to in zero. In the next succeeding paragraph and (ii) a Special Mandatory Redemption Date. The Escrow Issuer Agreement, the Company will grant the Trustee, for its benefit and the benefit of the Holders, subject to certain Liens liens of the Escrow Agent, a first-priority Lien security interest in the Escrow Account and all Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (as defined below)of the Notes; provided, however, that such Lien liens and security interest shall automatically be released and terminated terminate at such time as the Escrowed Property is released from the Escrow Account on the Completion Date. For the avoidance of doubt, such liens and security interests will, be permitted under this Indenture. Under the terms of the Escrow Release Date (as defined below). The Agreement, the Escrow Agent will invest the Escrowed Property as directed by the Company in such Eligible short-term liquid investments (including bank deposit products) as permitted under the Escrow InvestmentsAgreement, and liquidate such Eligible Escrow Investmentsinvestments, as the Issuer Company will from time to time direct in writing. Subject to In the provisions described in Section 14.02absence of written investment direction, the Escrow Issuer will only be entitled to direct the Escrow Agent to release Escrowed Property (in which case the Escrowed Property will be paid to or as directed by the Escrow Issuer) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Outside Date, of an Officer’s Certificate, certifying that the following conditions (the “Escrow Release Conditions”) have been or, substantially concurrently with the release of the Escrowed Property, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”):remain uninvested in cash.