Common use of Escrow of Proceeds Clause in Contracts

Escrow of Proceeds. Concurrently with the closing of the offering of the Notes on the Issue Date, the Initial Issuer will enter into an Escrow Agreement with The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon, as the Escrow Agent, pursuant to which the Initial Issuer will deposit (or cause to be deposited) into an escrow account (the “Escrow Account”) an amount in cash equal to the gross proceeds of this offering of Notes (together with any earnings thereon and investments thereof, collectively the “Escrowed Funds”). The Initial Issuer will grant the Trustee, for the benefit of itself, the Escrow Agent and the Holders, a first-priority security interest in the Escrow Account and all deposits and investments therein to secure the Obligations under the Notes pending disbursement as set forth herein.