Common use of Substitution of Escrow Agent Clause in Contracts

Substitution of Escrow Agent. The Escrow Agent (x) may resign by giving no less than thirty (30) days’ prior written notice to the Escrow Issuer and the Trustee or (y) may be removed, with or without cause, by the Trustee and Escrow Issuer at any time after giving not less than thirty (30) days’ prior joint written notice to the Escrow Agent. Each such resignation or removal under clause (x) or clause (y) hereof shall take effect upon the later to occur of (i) delivery of all Senior Secured 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 that are necessary to perform obligations under 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 in any material respect to the interests of 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 thirty (30) days after delivery of such notice of resignation or removal, 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 (x) may resign by giving ---------------------------- no less than thirty (30) days’ 15 Business Days prior written notice to the Escrow Issuer Company and the Trustee or (y) may be removed, with or without cause, by the Trustee and Escrow Issuer at any time after giving not less than thirty (30) days’ prior joint written notice to the Escrow AgentTrustee. Each such Such resignation or removal under clause (x) or clause (y) hereof shall take effect upon the later to occur of (i) delivery of all Senior Secured Escrowed Property Escrow Funds 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 fundsEscrow Funds, the Pledged Securities or any U.S. Government Securities or this Agreement that are necessary to perform obligations under this Agreement, in each case to a successor escrow agent mutually approved by the Escrow 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 Trustee a first priority security interest in the Pledged Securities and (ii) the Escrow IssuerCompany, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable in any material respect to the interests of the holders of the Securities and 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 thirty (30) days 20 Business Days after delivery of such Escrow Agent has given notice of resignation or removalto the Company, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. Any corporation or association into which the Escrow Agent may be merged or with which it may be consolidated, or any corporation or association resulting from any merger or consolidation to which the Escrow Agent shall be a party, or any corporation or association succeeding to the business of the Escrow Agent, shall be the successor of the Escrow Agent hereunder; provided that such successor Escrow Agent shall take all steps necessary to preserve the first priority perfected security interest of the Trustee in the Collateral.

Substitution of Escrow Agent. The Escrow Agent (x) may resign by giving no less than thirty (30) 30 days’ prior written notice to the Escrow Issuer Borrower and the Trustee or (y) may be removed, with or without cause, by the Trustee and Escrow Issuer at any time after giving not less than thirty (30) days’ prior joint written notice to the Escrow Administrative Agent. Each such Such resignation or removal under clause (x) or clause (y) hereof shall take effect upon the later to occur of (i) delivery of all Senior Secured 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 that are necessary to perform obligations under this Agreement, in each case to a successor escrow agent mutually approved by the Escrow Issuer Borrower and the Trustee Escrow Administrative Agent (which approvals shall not be unreasonably withheld or delayed) and (ii) the Escrow IssuerBorrower, the Trustee Escrow Administrative Agent and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable in any material respect to the interests of the Trustee Escrow Administrative Agent and the Escrow 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 thirty (30) 30 days after delivery of such notice of resignation or removalis given to the Escrow Borrower, 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 (x) may resign by giving no less than thirty (30) 30 days’ prior written notice to the Escrow Issuer Borrower and the Trustee or (y) may be removed, with or without cause, by the Trustee and Escrow Issuer at any time after giving not less than thirty (30) days’ prior joint written notice to the Escrow Collateral Agent. Each such Such resignation or removal under clause (x) or clause (y) hereof shall take effect upon the later to occur of (i) delivery of all Senior Secured 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 that are necessary to perform obligations under this Agreement, in each case to a successor escrow agent mutually approved by the Escrow Issuer Borrower and the Trustee Collateral Agent (which approvals shall not be unreasonably withheld or delayed) and (ii) the Escrow IssuerBorrower, the Trustee Agents and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable in any material respect to the interests of the Trustee Agents and the 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 thirty (30) 30 days after delivery of such notice of resignation or removalis given to the Borrower, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent is connection with such proceedings shall be paid by, and be deemed an obligation of, the Borrower.

Substitution of Escrow Agent. The Escrow Agent (x) may resign by giving no less than thirty (30) 30 days’ prior written notice to the Escrow Issuer Borrower and the Trustee or (y) Escrow Administrative Agent and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrowed Property pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed, with or without cause, by the Trustee and Escrow Issuer removed at any time after by the Escrow Borrower and the Escrow Administrative Agent giving not less than at least thirty (30) days’ days prior joint written notice to Escrow Agent specifying the Escrow Agentdate when such removal shall take effect. Each such Such resignation or removal under clause (x) or clause (y) hereof shall take effect upon the later to occur of (i) delivery of all Senior Secured 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 that are necessary to perform obligations under this Agreement, in each case to a successor escrow agent mutually approved by the Escrow Issuer Borrower and the Trustee Escrow Administrative Agent (which approvals shall not be unreasonably withheld or delayed) and (ii) the Escrow IssuerBorrower, the Trustee Escrow Administrative Agent and such successor escrow agent entering into this Agreement or any written successor agreement no less favorable in any material respect to the interests of the Trustee Escrow Administrative Agent and the Escrow 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 thirty (30) 30 days after delivery of such notice of resignation or removalis given to the Escrow Borrower, the Escrow Agent may apply apply, at the Escrow Borrower’s cost, to a court of competent jurisdiction for the appointment of a successor escrow agent.