Use of Escrow Fund Clause Samples

Use of Escrow Fund. The Trustee/Escrow Agent shall withdraw the amount described in Schedule II attached hereto on the date set forth in Schedule II from the Escrow Fund and use such amount in its capacity as trustee for the Refunded Bonds to pay the principal of and interest on the Refunded Bonds as directed pursuant to the Agreement and the Twenty- Ninth Supplemental Agreement. The Trustee/Escrow Agent shall retain all unclaimed moneys, together with interest thereon, in the Escrow Fund and shall invest such unclaimed moneys as directed in writing by an Authorized Authority Representative (as defined in the Agreement). At such time as the Authority delivers to the Trustee/Escrow Agent written notice that no additional amounts from the Escrow Fund will be needed to pay or redeem the Refunded Bonds, or on July 2, 2019, whichever occurs first, the Trustee/Escrow Agent shall transfer all amounts then remaining in the Escrow Fund to the Series 2019-A Bond Interest Subaccount, established under the Fortieth Supplemental Agreement, to be used to pay interest on the Series 2019-A Bonds. At such time as no amounts remain in the Escrow Fund, such fund shall be closed.

Use of Escrow Fund. The Escrow Fund shall serve as a source of funding claims for: (i) (A) indemnity made by the Buyer pursuant to the Indemnification Agreement, including any claims for Buyer Monitoring Costs to the extent permitted under

Use of Escrow Fund. Not later than 9:00 a.m. California time on the Payment Dates identified on Schedule C attached hereto and made a part hereof, the Escrow Agent is hereby instructed to withdraw from the Escrow Fund and to transfer to the 1999 Trustee the amounts required to pay the principal of and interest on the Defeased 1999 Bonds in accordance with Schedule C.

Use of Escrow Fund. The rights of Seller and Buyer to the ------------------ Escrow Fund shall be as set forth in the Stock Purchase Agreement. Seller and Buyer covenant that they will not assign or encumber or attempt to assign or encumber the Escrow Fund and neither the Escrow Agent nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Use of Escrow Fund. On , 2011, the Escrow Agent shall withdraw from the Escrow Fund the amount necessary to pay all of the principal of and accrued and unpaid interest on, and to redeem, all of the Refunded Bonds, pursuant to the 2001 Indenture. The Escrow Agent shall retain all unclaimed moneys, together with interest thereon, in the Escrow Fund and shall invest such unclaimed moneys as directed in writing by an Authorized Representative of the Department (as such term is defined in the 2001 Indenture). At such time as the Department delivers to the Escrow Agent written notice that no additional amounts from the Escrow Fund will be needed to redeem the Refunded Bonds, or on established under the 2011 Indenture to be used to pay interest on the Series 2011 Bonds. At such time as no amounts remain in the Escrow Fund, such fund shall be closed.‌‌

Use of Escrow Fund. On , the Escrow Agent shall withdraw from the [ ] Escrow Fund the amount necessary to pay all of the principal of and accrued and unpaid interest on (the “Redemption Price”), and to redeem, all of the Refunded Bonds on [ ] (the “Redemption Date”), pursuant to the [ ] Indenture. The Escrow Agent shall retain all unclaimed moneys uninvested and in cash. At such time as the Department delivers to the Escrow Agent written notice that no additional amounts from the [ ] Escrow Fund will be needed to redeem the Refunded Bonds, or on [ ], whichever occurs first, the Escrow Agent shall transfer all amounts then remaining in the [ ] Escrow Fund for deposit in the applicable account of the Interest Fund established under the 2016 Indenture to be used to pay interest on the Series 2016 Bonds. At such time as no amounts remain in the [ ] Escrow Fund, such fund shall be closed.

Use of Escrow Fund. By virtue of the approval of this Agreement and the Merger by the Stockholders, the Stockholders, without any further act, will have consented to and approved, and shall be deemed to have consented to and approved (i) the use of the Escrow Fund for payments to Buyer on behalf of the Stockholders as collateral for the payment and indemnification obligations set forth in Sections 2.6.2.5, 6.3 and 6.7, as the case may be, and the Escrow Agreement, (ii) the deduction of an aggregate of up to $800,000 from the amounts otherwise payable by Buyer to the Stockholders to provide funds to cover the initial expenses of Stockholders Representative (the “Stockholders Representative Initial Expenses Amount”) and (iii) all of the other terms, conditions and limitations in Sections 2.6, 6.3 and 6.7 and the Escrow Agreement. The Stockholders Representative shall notify Buyer in writing no later than 3 days prior to Closing of the exact amount of the Stockholders Representative Initial Expenses Amount.

Use of Escrow Fund. The Escrow Fund shall serve as a source of funding claims for: (i) (A) indemnity made by the Buyer pursuant to the Indemnification Agreement, including any claims for Buyer Monitoring Costs to the extent permitted under Section 1(b) hereof, any claims of Buyer with respect to BL Assumed Matters arising from the failure of BL to diligently prosecute or defend such BL Assumed Matters, any claims of Buyer with respect to the ▇▇▇▇▇▇▇▇ Litigation arising from the failure of WOM to diligently prosecute or defend the ▇▇▇▇▇▇▇▇ Litigation and any payment of fees and expenses of the Paying Agent pursuant to Section 2.3.8 of the Merger Agreement (all such claims described in this Section 3(a)(i), "Buyer Indemnity Claims") and (B) amounts in connection with any Tax refund set forth on a Return filed by Besicorp prior to the Merger to the extent such amounts have not been received by Besicorp or the Surviving Corporation prior to March 31, 1999 (a "Tax Refund Claim"), it being understood however, that Buyer shall repay to the Escrow Fund amounts received from an applicable taxing authority with respect to any Tax Refund Claim promptly following its receipt by the Surviving Corporation; and (ii) payment of Litigation Costs, WOM Permitted Expenses and WOM Litigation Costs.

Use of Escrow Fund. From the moneys on deposit in the Escrow Fund, the Trustee/Escrow Agent shall on August 15, 2020 (the “Redemption Date”) or the next Business Day thereafter apply the amounts on deposit in the Escrow Fund to pay the scheduled principal of and interest due on the 2010 Bonds maturing on August 15, 2020 and pay the redemption price of the 2010 Bonds maturing on August 15, 2021 equal to the principal amount thereof together with accrued interest to the Redemption Date, without premium.