Common use of Release of Escrowed Property Clause in Contracts

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes Issuers certifying that, prior to or concurrently with the following Release, (i) the Escrow Conditions (as of defined in the Release Date, no Event of Default under the Indenture has occurred Indenture) have been satisfied and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to or as directed by the Company (the “Release”): (A) the Assumption Release Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of out-of-pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the IssuerIssuers, upon presentation of a Release Request no later than 3 p.m. 11 a.m. Eastern on the business day Business Day prior to such Release.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release Date, no Default or Event of Default under the Indenture has occurred and is continuing; (ii) the notice period for the Redemptions has expired; (iii) the Company has received approval from the applicable gaming authorities for to consummate the offering of the SecuritiesHOC Assumption; (iiiiv) the CEOC HOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Security Documents will have been executed and delivered by all parties theretothereto and a security interest in and lien on the Notes Collateral will have been created in favor of the Trustee for the benefit of the holders of the Securities; (B) the Escrow Funds will be used to pay the redemption price plus any accrued and unpaid interest for the Redemptions and fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), Purchasers) as set forth in a written direction to the Escrow Agent substantially as set forth in Annex II contemplated in the Offering Memorandum, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities obtained all necessary regulatory approvals for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release.