POSSIBLE ESCROW CLOSING Clause Samples

POSSIBLE ESCROW CLOSING. (a) The Company shall request from ORIX, any other holder of the Existing Company Notes and the trustee thereunder a waiver of all notice provisions (the "NOTICE PROVISIONS") contained in the Existing Repurchase Agreement or the Existing Company Notes in connection with the redemption, retirement and repurchase contemplated in Section 1.5(c) (the "ORIX REDEMPTION"), in order to permit the ORIX Redemption to occur at the Closing as contemplated by such Section. If such waiver has not been received by the close of business on the Business Day next preceding the date of the Closing, then Section 1.5(c) shall be void and of no effect, the Closing shall be in escrow (an "ESCROW CLOSING") and in lieu thereof Section 1.7(b) shall be applicable. (b) If the Closing is an Escrow Closing, then at the Closing (i) the Company shall provide evidence satisfactory to the Investor that the Company has given notice to ORIX, any other holder of the Existing Company Notes and the trustee thereunder of the ORIX Redemption in accordance with the Notice Provisions (the "ORIX NOTICE") and (ii) the net proceeds of the Repo Financing and Investment shall be deposited into an escrow account (the "ESCROW") established at an escrow agent that is mutually acceptable to the Investor, the Company and the provider of the Repo Financing (the "ESCROW AGENT"). The Escrow Agent shall be a United States commercial bank having capital and surplus of at least $1 billion. The Escrow shall be established and the Escrow Agent appointed pursuant to an escrow agreement (the "ESCROW AGREEMENT") among the Investor, the Company, the provider of the Repo Financing and the Escrow Agent and shall have terms mutually acceptable to each of them. The Escrow Agreement shall provide that the funds in the Escrow Account shall be used to effect the ORIX Redemption in accordance with the ORIX Notice, with any remainder being paid out to the Company concurrently therewith. The release of the escrowed funds shall not be subject to any condition and the funds therein shall not be payable to any party by the Escrow Agent except as provided in the preceding sentence. The Company shall pay all fees and expenses of the Escrow Agent.