Common use of Maintaining the Escrow Account Clause in Contracts

Maintaining the Escrow Account. Except as otherwise provided by the provisions of Section 7 and Section 11 hereof: (a) So long as any portion of the Commitment Fee has not been paid in accordance with Section 2.15 of the Term Loan Agreement, the Pledgor shall maintain the Escrow Account with the Escrow Agent. (b) Except as provided in Section 7 hereof, it shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account, that no amount (including interest on Escrow Investments) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Pledgor or any other Person from the Escrow Account. (c) The Escrow Account shall be established and maintained as a securities account (as defined in Section 8-501 of the U.C.C.). (d) The Escrow Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect. (e) Initially, until otherwise directed in writing by the Pledgor pursuant to Section 5, funds held in the Escrow Account will be deposited in the Escrow Agent’s Dollars on Deposit in Custody Account (“DDCA”). In such event, (i) the Escrow Agent will make the balances in the Escrow Account available to the Escrow Agent’s treasury division on a daily basis and (ii) the Escrow Account will earn compensation at a rate that will be determined daily based on the compensation rate paid by the Escrow Agent’s treasury division to the Escrow Agent’s trust and custody department. Should such calculation method no longer be available, the Escrow Agent will endeavor to notify the Pledgor and the Administrative Agent no less than 30 days prior. Absent other instructions, compensation will be paid monthly, on the second business day of the following month, by a credit to the Escrow Account. Monthly compensation will be reported on a Form 1099 INT if applicable.

Maintaining the Escrow Account. Except as otherwise provided by the provisions of Section 7 and Section 11 hereof: (a) So long as any portion of the Commitment Fee Escrow Amount has not been paid disbursed in accordance with Section 2.15 of the Term Loan Agreement7 hereof, the Pledgor shall maintain the Escrow Account with the Escrow Agent. (b) Except as provided in Section 7 hereof, it shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account, that no amount (including interest on Escrow Investments) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Pledgor or any other Person from the Escrow Account. (c) The Escrow Account shall be established and maintained as a securities account (as defined in Section 8-501 of the U.C.C.). (d) The Escrow Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect. (e) Initially, until otherwise directed in writing by the Pledgor pursuant to Section 5, funds held in the Escrow Account will be deposited in the Escrow Agent’s Dollars on Deposit in Custody Account (“DDCA”). In such event, (i) the Escrow Agent will make the balances in the Escrow Account available to the Escrow Agent’s treasury division on a daily basis and (ii) the Escrow Account will earn compensation at a rate that will be determined daily based on the compensation rate paid by the Escrow Agent’s treasury division to the Escrow Agent’s trust and custody department. Should such calculation method no longer be available, the Escrow Agent will endeavor to notify the Pledgor and the Administrative Agent no less than 30 days prior. Absent other instructions, compensation will be paid monthly, on the second business day of the following month, by a credit to the Escrow Account. Monthly compensation will be reported on a Form 1099 INT if applicable.