Common use of Substitution of Escrow Agent Clause in Contracts

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ prior written notice to the Issuer and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such funds, or this Agreement, to a successor escrow agent mutually approved by the Issuer and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the Issuer, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days after notice of resignation is given to the Issuer, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 20 Business Days’ Days prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and U.S. Government Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or U.S. Government Securities or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 20 Business Days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by ---------------------------- giving no not less than 30 Business Days’ days prior written notice to the Issuer Company and the Indenture Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and Marketable Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or Marketable Securities or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Indenture Trustee (which approvals shall not be unreasonably withheld or delayedwithheld) and (ii) the IssuerCompany, the Indenture Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Notes and the Indenture Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ prior written notice to the Issuer and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such funds, or this Agreement, and delivery of an amendment to the Letters of Credit acknowledging the new escrow agent (with any necessary assistance for obtaining such an amendment to be provided by the Issuers), in each case to a successor escrow agent mutually approved by the Issuer and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the Issuer, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days after notice of resignation is given to the Issuer, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 20 Business Days’ Days prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and U.S. Government Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such funds, funds or U.S. Government Securities or this Agreement, Agreement to a successor escrow agent (which shall have the capability of acting as a “securities intermediary” under Article 8 of the UCC) mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the Issuer, Company and the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee Beneficiaries than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 20 Business Days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 15 Business Days’ Days prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds, the Pledged Securities and any Cash Equivalents maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, the Pledged Securities or any Cash Equivalents or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld or delayed) and the taking of such other steps as may be necessary to give the successor escrow agent a first priority security interest in the Pledged Securities and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The ; and Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted 8 such appointment within 30 20 Business Days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no not less than 30 Business Days’ days' prior written notice to the Issuer Company and the TrusteeTrustees. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and Eligible Cash Equivalents maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or Eligible Cash Equivalents or this Agreement, Agreement to a successor escrow agent Escrow Agent mutually approved by the Issuer Company and the Trustee Trustees (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerCompany, the Trustee Trustees and such successor escrow agent Escrow Agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders Holders of the Securities Convertible Notes, the Holders of the Senior Notes and the Trustee Trustees than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent Escrow Agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the Issuer, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.is

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 15 Business Days’ Days prior written notice to the Issuer Company and Trustee, unless a shorter period shall be acceptable to the Company and Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds, the Pledged Securities and any U.S. Government Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other Collateral and documents in the Escrow Agent’s 's possession relating to such funds, thereto or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld or delayed) and the taking of such other steps as may be necessary to give the successor escrow agent a first priority perfected security interest in the Pledged Securities and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders Holders of the Securities and the Trustee than this Agreement. The ; and Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 20 Business Days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Daysdays’ prior written notice to the Escrow Issuer and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such fundsthe Escrowed Property, or this Agreement, in each case to a successor escrow agent mutually approved by the Escrow Issuer and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the Escrow Issuer, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Trustee, CCI and the Trustee Issuers than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the Escrow Issuer, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ days' prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and Marketable Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or Marketable Securities or this Agreement, Agreement to a successor escrow agent mutually approved appointed by the Issuer and the Trustee (which approvals shall not be unreasonably withheld or delayed) Company and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Notes and the Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agentagent and no such resignation shall take effect until such appointment of a successor escrow agent is made and the terms of the second sentence of this Section 2(d) have been complied with.

Substitution of Escrow Agent. The Escrow Agent may resign by ---------------------------- giving no less than 30 Business Days’ days' prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and U.S. Government Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or U.S. Government Securities or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Notes and the Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 15 Business Days’ Days prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds, the Pledged Securities and any Cash Equivalents maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, the Pledged Securities or any Cash Equivalents or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld or delayed) and the taking of such other steps as may be necessary to give the successor escrow agent a first priority security interest in the Pledged Securities and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The ; and Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 20 Business Days after notice of resignation is given to the IssuerCompany, the Escrow Agent may at the sole cost of Company apply to a court 8 -8- of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 20 Business Days’ Days prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and U.S. Government Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or U.S. Government Securities or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer and acceptable to the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 20 Business Days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ days' prior written notice to the Issuer Guarantor and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and Temporary Cash Investments maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or Temporary Cash Investments or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Guarantor and the Trustee (which approvals shall not be unreasonably withheld or delayedwithheld) and (ii) the IssuerGuarantor, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Notes and the Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerGuarantor, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Daysdays’ prior written notice to the Escrow Issuer and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such fundsthe Escrowed Property, or this Agreement, in each case to a successor escrow agent mutually approved by the Escrow Issuer and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the Escrow Issuer, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable on substantially similar terms to the interests of the holders of the Securities and the Trustee than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the Escrow Issuer, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 20 Business Days’ Days prior written notice to the Issuer Company, the Trustee and the Existing Notes Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and U.S. Government Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or U.S. Government Securities or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company, the Trustee and the Existing Notes Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerCompany, the Trustee and the Existing Notes Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Beneficiaries and the Trustee Existing Beneficiaries than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 20 Business Days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ prior written notice to the Issuer Issuers and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans records and other documents in the Escrow Agent’s possession relating to such funds, the Escrowed Property or this Agreement, in each case to a successor escrow agent mutually approved by the Issuer Issuers and the Trustee (which approvals shall not be unreasonably withheld or delayed) and to an account under the control of the Trustee, provided that the “securities intermediary’s jurisdiction” of such successor escrow agent shall be the State of New York for purposes of the UCC, including Section 9-305 and Section 8-110 thereof, and (ii) the IssuerIssuers, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders Holders of the Securities Notes and the Trustee than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days after notice of resignation is given to the IssuerIssuers and the Trustee, the Escrow Agent may apply at the expense of the Issuers to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by ---------------------------- giving no less than 30 Business Days’ days' prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and Temporary Cash Investments maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or Temporary Cash Investments or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld withheld, delayed or delayedconditioned) and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Notes and the Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ prior written notice to the Issuer Issuers and the TrusteeTrustees. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans records and other documents in the Escrow Agent’s possession relating to such funds, the Escrowed Property or this Agreement, in each case to a successor escrow agent mutually approved by the Issuer and the Trustee Issuers (which approvals shall not be unreasonably withheld or delayed) and to accounts under the control of each corresponding Trustee, provided that the “securities intermediary’s jurisdiction” of such successor escrow agent shall be the State of New York for purposes of the UCC, including 9-305 and 8-110 thereof, and (ii) the IssuerIssuers, the each corresponding Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Notes (as reasonably determined by the Issuers) and the Trustee Trustees than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days after notice of resignation is given to the IssuerIssuers and the Trustees, the Escrow Agent may apply at the expense of the Issuers to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ days' prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and Marketable Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or Marketable Securities or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld or delayedwithheld) and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Notes and the Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ prior written notice to the Issuer Issuers and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such funds, or this Agreement, and, if applicable, delivery of an amendment to the Letters of Credit acknowledging the new escrow agent (with any necessary assistance for obtaining such an amendment to be provided by the Issuers), in each case to a successor escrow agent mutually approved by the Issuer Issuers and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerIssuers, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days after notice of resignation is given to the IssuerIssuers, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Daysdays’ prior written notice to the Escrow Issuer and the Trustee, and the Escrow Issuer and the Trustee may remove the Escrow Agent by giving no less than 30 days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such fundsthe Escrowed Property, or this Agreement, in each case to a successor escrow agent mutually approved by the Escrow Issuer and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the Escrow Issuer, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement on terms no less favorable to the interests of the holders of the Securities Trustee and the Trustee Issuers than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the Escrow Issuer, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ days prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and Government Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or Government Securities or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 20 Business Days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no not less than 30 Business Days’ days' prior written notice to the Issuer Company and the TrusteeTrustees. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and Eligible Cash Equivalents maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, funds or Eligible Cash Equivalents or this Agreement, Agreement to a successor escrow agent Escrow Agent mutually approved by the Issuer Company and the Trustee Trustees (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerCompany, the Trustee Trustees and such successor escrow agent Escrow Agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders Holders of the Securities Senior Notes, the Holders of the Convertible Notes and the Trustee Trustees than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent Escrow Agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agentEscrow Agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ prior written notice to the Issuer Borrower and the TrusteeAdministrative Agent. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans records and other documents in the Escrow Agent’s possession relating to such funds, the Escrowed Property or this Agreement, in each case to a successor escrow agent mutually approved by the Issuer and the Trustee Borrower (which approvals shall not be unreasonably withheld or delayed) and to accounts under the control of the Administrative Agent, provided that the “securities intermediary’s jurisdiction” of such successor escrow agent shall be the State of New York for purposes of the UCC, including 9-305 and 8- 110 thereof, and (ii) the IssuerBorrower, the Trustee Administrative Agent and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of Lenders (as reasonably determined by the Securities Borrower) and the Trustee Administrative Agent than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days after notice of resignation is given to the IssuerBorrower and the Administrative Agent, the Escrow Agent may apply at the expense of the Borrower to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no not less than 30 Business Days’ days' prior written notice to the Issuer and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and Eligible Cash Equivalents maintained by the Escrow Agent hereunder and copies of all books, records, plans records and other documents in the Escrow Agent’s 's possession relating to such funds, funds or Eligible Cash Equivalents or this Agreement, Agreement to a successor escrow agent Escrow Agent mutually approved by the Issuer and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the Issuer, the Trustee and such successor escrow agent Escrow Agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders Holders of the Securities Secured Notes and the Trustee than this Agreement. The ; and the Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent Escrow Agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the Issuer, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agentEscrow Agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Daysdays’ prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such funds, funds or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer and the Trustee Company (which approvals approval shall not be unreasonably withheld or delayed) and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any a written successor escrow agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerCompany, the Escrow Agent may apply to a court of competent jurisdiction jurisdiction, at the expense of the Company, for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Daysdays’ prior written notice to the Issuer Borrower and the TrusteeCollateral Agent. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Escrow Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such funds, or this Agreement, in each case to a successor escrow agent mutually approved by the Issuer Borrower and the Trustee Collateral Agent (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerBorrower, the Trustee Agents and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Agents and the Trustee Lenders than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerBorrower, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ prior written notice to the Issuer Issuers and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such funds, or this Agreement, and, if applicable, delivery of an amendment to the Letters of Credit acknowledging the new escrow agent (at the Issuers’ expense and with any necessary assistance for obtaining such an amendment to be provided by the Issuers), in each case to a successor escrow agent mutually approved by the Issuer Issuers and the Trustee (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerIssuers, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities and the Trustee than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days after notice of resignation is given to the IssuerIssuers, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ prior written notice to the Issuer Borrower and the TrusteeAdministrative Agent. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s possession relating to such funds, or this Agreement, and, if applicable, delivery of an amendment to the Letters of Credit acknowledging the new escrow agent (with any necessary assistance for obtaining such an amendment to be provided by the Borrower), in each case to a successor escrow agent mutually approved by the Issuer Borrower and the Trustee Administrative Agent (which approvals shall not be unreasonably withheld or delayed) and (ii) the IssuerBorrower, the Trustee Administrative Agent and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of the Securities Administrative Agent and the Trustee Lenders than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days after notice of resignation is given to the IssuerBorrower, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 Business Days’ prior written notice to the Issuer Borrower and the TrusteeAdministrative Agent. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans records and other documents in the Escrow Agent’s possession relating to such funds, the Escrowed Property or this Agreement, in each case to a successor escrow agent mutually approved by the Issuer and the Trustee Borrower (which approvals shall not be unreasonably withheld or delayed) and to accounts under the control of the Administrative Agent, provided that the “securities intermediary’s jurisdiction” of such successor escrow agent shall be the State of New York for purposes of the UCC, including 9-305 and 8-110 thereof, and (ii) the IssuerBorrower, the Trustee Administrative Agent and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the holders of Lenders (as reasonably determined by the Securities Borrower) and the Trustee Administrative Agent than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days after notice of resignation is given to the IssuerBorrower and the Administrative Agent, the Escrow Agent may apply at the expense of the Borrower to a court of competent jurisdiction for the appointment of a successor escrow agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving ---------------------------- no less than 30 Business Days’ 25 days' prior written notice to the Issuer Company and the Trustee. Such resignation shall take effect upon the later to occur of (i) delivery of all Escrowed Property funds and the Pledged Securities maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agent’s 's possession relating to such funds, the Pledged Securities or this Agreement, Agreement to a successor escrow agent mutually approved by the Issuer Company and the Trustee (which approvals shall not be unreasonably withheld or delayed) and the taking of such other steps as may be necessary to give the successor escrow agent a first priority security interest in the Pledged Securities and (ii) the IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable to the interests of the Company, holders of the Securities and the Trustee than this Agreement. The ; and Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 Business Days days after notice of resignation is given to the IssuerCompany, the Escrow Agent may at the sole cost of the Company apply to a court of competent jurisdiction for the appointment of a successor escrow agent.