Common use of The Escrowed Property Clause in Contracts

The Escrowed Property. (a) On the date hereof (the “Closing Date”), pursuant to Section 2.17 of the Loan Agreement, the Borrower is obligated to deposit, or cause to be deposited, in cash with the Escrow Agent (i) $3,750,000,000, representing the gross proceeds of the U.S. Term B Loans, less any upfront fees or “original issue discount” of and (ii) €885,000,000, representing the gross proceeds of the Euro Term B Loans, less any upfront fees or “original issue discount” of ((i) and (ii), together, the “Proceeds”). The deposit made pursuant to this subsection (a), together with any additional amounts deposited with the Escrow Agent by or on behalf of the Borrower, is referred to collectively herein as the “Escrowed Property.” (b) The “Outside Date” shall be October 21, 2016; provided that to the extent the Termination Date (as defined in the Merger Agreement) has been extended as provided in Section 8.1(b)(i) of the Merger Agreement and the Borrower delivers written notice in the form attached as Exhibit A hereto to the Administrative Agent and the Escrow Agent that the Termination Date under the Merger Agreement has been extended in accordance with the terms of the Merger Agreement, the Outside Date shall be January 21, 2017. References herein to “Escrow Prepayment Amount” shall mean an amount equal to the Proceeds, together with all accrued and unpaid interest on the full aggregate principal amount of such Term B Loans from the Closing Date through, but not including, the Escrow Prepayment Date (as defined in the Loan Agreement). References herein to “Excess Escrowed Property” shall mean the excess, if any, of the Escrowed Property over the Escrow Prepayment Amount. The Escrow Agent shall have no duty to solicit the Escrowed Property. The Borrower certifies that the Escrowed Property shall be satisfactory for such purposes pursuant to the Loan Agreement, and shall notify the Escrow Agent in writing at or prior to the transfer of the Escrowed Property to the Escrow Accounts. The Escrow Agent shall have no liability for any Escrowed Property, or for interest thereon, that remains unclaimed and/or is returned if such written notification is not given.

The Escrowed Property. (a) On the date hereof (the “Closing Date”), pursuant to Section 2.17 2 of the Loan Purchase Agreement, the Borrower is Initial Purchasers, at the direction and on behalf of the Company, are obligated to deposit, or cause to be deposited, deposit in cash with the Escrow Agent (i) $3,750,000,0003,350,000,000, representing the gross proceeds from the offering of the U.S. Term B Loans, less any upfront fees or “original issue discount” of and Unsecured Notes (ii) €885,000,000, representing the gross proceeds of the Euro Term B Loans, less any upfront fees or “original issue discount” of ((i) and (ii), together, the “Proceeds”). The deposit made pursuant to this subsection (a), together with any additional amounts deposited with the Escrow Agent by or on behalf of the BorrowerCompany, is referred to collectively herein as the “Escrowed Property.” (b) The “Outside Date” shall be October 21, 2016; provided that to the extent the Termination Date (as defined in the Merger Agreement) has been extended as provided in Section 8.1(b)(i) of the Merger Agreement and the Borrower Company delivers written notice in the form attached as Exhibit A hereto to the Administrative Agent Trustee and the Escrow Agent that the Termination Date under the Merger Agreement has been extended in accordance with the terms of the Merger Agreement, the Outside Date shall be January 21, 2017. References herein to “Escrow Prepayment AmountSpecial Mandatory Redemption Price” shall mean an amount equal to 100% of the Proceedsinitial issue price of the Unsecured Notes, together with all plus accrued and unpaid interest on the full aggregate principal amount of such Term B Loans Unsecured Notes from the Closing Date through, but not including, the Escrow Prepayment Special Mandatory Redemption Date (as defined in the Loan AgreementUnsecured Notes Indenture). References herein to “Excess Escrowed Property” shall mean the excess, if any, of the Escrowed Property over the Escrow Prepayment AmountSpecial Mandatory Redemption Price. The Escrow Agent shall have no duty to solicit the Escrowed Property. The Borrower Company certifies that the Escrowed Property shall be satisfactory for such purposes pursuant to the Loan AgreementUnsecured Notes Indenture, and shall notify the Escrow Agent in writing at or prior to the transfer of the Escrowed Property to the Escrow AccountsAccount. The Escrow Agent shall have no liability for any Escrowed Property, or for interest thereon, that remains unclaimed and/or is returned if such written notification is not given.

The Escrowed Property. (a) On the date hereof (the “Closing Date”), pursuant to Section 2.17 2 of the Loan Purchase Agreement, the Borrower is Initial Purchasers, at the direction and on behalf of the Company, are obligated to deposit, or cause to be deposited, deposit in cash with the Escrow Agent (i) $3,750,000,0001,875,000,000, representing the gross proceeds from the offering of the U.S. Term B Loans, less any upfront fees or “original issue discount” of and Secured Notes (ii) €885,000,000, representing the gross proceeds of the Euro Term B Loans, less any upfront fees or “original issue discount” of ((i) and (ii), together, the “Proceeds”). The deposit made pursuant to this subsection (a), together with any additional amounts deposited with the Escrow Agent by or on behalf of the BorrowerCompany, is referred to collectively herein as the “Escrowed Property.” (b) The “Outside Date” shall be October 21, 2016; provided that to the extent the Termination Date (as defined in the Merger Agreement) has been extended as provided in Section 8.1(b)(i) of the Merger Agreement and the Borrower Company delivers written notice in the form attached as Exhibit A hereto to the Administrative Agent Trustee and the Escrow Agent that the Termination Date under the Merger Agreement has been extended in accordance with the terms of the Merger Agreement, the Outside Date shall be January 21, 2017. References herein to “Escrow Prepayment AmountSpecial Mandatory Redemption Price” shall mean an amount equal to 100% of the Proceedsinitial issue price of the Secured Notes, together with all plus accrued and unpaid interest on the full aggregate principal amount of such Term B Loans Secured Notes from the Closing Date through, but not including, the Escrow Prepayment Special Mandatory Redemption Date (as defined in the Loan AgreementSecured Notes Indenture). References herein to “Excess Escrowed Property” shall mean the excess, if any, of the Escrowed Property over the Escrow Prepayment AmountSpecial Mandatory Redemption Price. The Escrow Agent shall have no duty to solicit the Escrowed Property. The Borrower Company certifies that the Escrowed Property shall be satisfactory for such purposes pursuant to the Loan AgreementSecured Notes Indenture, and shall notify the Escrow Agent in writing at or prior to the transfer of the Escrowed Property to the Escrow AccountsAccount. The Escrow Agent shall have no liability for any Escrowed Property, or for interest thereon, that remains unclaimed and/or is returned if such written notification is not given.