Common use of Removal of Escrow Agent Clause in Contracts

Removal of Escrow Agent. (a) The Issuer and the Series A Collateral Agent (acting jointly) may remove the Escrow Agent at any time, with or without cause, by giving to the Escrow Agent thirty calendar days’ prior notice in writing. The Escrow Agent may resign at any time by giving to the Issuer and the Series A Collateral Agent thirty calendar days’ prior written notice thereof; provided that such resignation shall not be effective until a successor is appointed pursuant to sub-Clause (b) below. (b) Within thirty calendar days after giving the foregoing notice of removal to Escrow Agent or receiving the foregoing notice of resignation from the Escrow Agent, the Issuer and the Series A Collateral Agent shall jointly agree on and appoint a successor Escrow Agent. The Issuer and the Series A Collateral Agent shall seek a successor Escrow Agent in good faith and shall make good faith efforts to procure the acceptance of such appointment by the successor Escrow Agent (and the Series A Collateral Agent shall not unreasonably withhold from the Issuer its agreement in respect of this). A failure by the Issuer and the Series A Collateral Agent to procure the acceptance by a successor Escrow Agent of such appointment within such thirty calendar days shall constitute a “dispute” for the purposes of Clause 19(b) below. If a successor Escrow Agent has not accepted such appointment one hundred and twenty calendar days after the giving or receipt, as the case may be, of either of the above notices, the Issuer and the Series A Collateral Agent hereby instruct the Escrow Agent to deliver the Escrowed Assets to the Issuer at the address set forth in Clause 7 above; provided that if, at the expiration of such 120 day period, an LTV Ratio Triggered Early Maturity (as defined in the Series A Collateral Agreement) shall have occurred or an Event of Default (as defined in the Series A Indenture) shall have occurred and be continuing and the Series A Collateral Agent is prevented at such time from being able to exercise its remedies under Section 8 of the Series A Collateral Agreement (whether such question is uncontested or is the matter of a dispute between the Issuer and the Series A Collateral Agent), the Issuer and the Series A Collateral Agent hereby instruct the Escrow Agent to deliver the Escrowed Assets to Deutsche Bank AG London, Winchester House, 1 Great Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (attention: Trust and Securities Services, re: Eco Telecom Limited—Escrow Agreement). Deutsche Bank AG London (which may act through its nominees) shall be a “successor Escrow Agent” for the purposes of this Escrow Agreement. (c) Upon acceptance by the successor Escrow Agent of its appointment as successor Escrow Agent, the Issuer and the Collateral Agent hereby instruct the Escrow Agent to deliver the Escrowed Assets then held hereunder to the successor Escrow Agent, less the fees, costs and expenses or other obligations owed to the outgoing Escrow Agent (for the avoidance of doubt the Escrow Agent is permitted to hold such Escrowed Assets (or any portion thereof), pending delivery to the successor Escrow Agent, until all such fees, costs and expenses or other obligations are paid). (d) Upon delivery of the Escrowed Assets to the successor Escrow Agent or the Issuer, as the case may be, the outgoing Escrow Agent shall have no further duties, responsibilities or obligations hereunder.

Removal of Escrow Agent. (a) The Issuer and Borrower may, with the Series A Collateral Agent (acting jointly) may consent of the Security Agent, remove the Escrow Agent at any time, with or without cause, time by giving to the Escrow Agent thirty calendar 15 days’ prior notice in writingwriting signed by the Borrower. The Escrow Agent may resign at any time by giving to the Issuer and the Series A Collateral Agent thirty calendar Borrower 15 days’ prior written notice thereof; provided that such resignation shall not be effective until a successor is appointed pursuant to sub-Clause (b) below. (b) Within thirty calendar days ten Business Days after giving the foregoing effective date of such notice of removal to Escrow Agent or receiving the foregoing notice of resignation from the Escrow Agentresignation, as appropriate, the Issuer Borrower and the Series A Collateral Security Agent shall will jointly agree on and appoint a successor Escrow Agentescrow agent. The Issuer and Borrower will cause any successor escrow agent to assume the Series A Collateral Agent shall seek a successor obligations of the Escrow Agent hereunder or to enter into such other escrow and security agreement as may be acceptable to the Security Agent in good faith and shall make good faith efforts to procure the acceptance of such appointment by the successor Escrow Agent (and the Series A Collateral Agent shall not unreasonably withhold from the Issuer its agreement in respect of this). A failure by the Issuer and the Series A Collateral Agent to procure the acceptance by a successor Escrow Agent of such appointment within such thirty calendar days shall constitute a “dispute” for the purposes of Clause 19(b) belowreasonable discretion. If a successor Escrow Agent escrow agent has not accepted such appointment one hundred by the end of such ten Business Day period or such successor escrow agent has not become so bound, the Escrow Agent may (but is not obliged to) deliver the Escrow Property to the Security Agent (and twenty calendar days after the giving or receiptSecurity Agent will, as the case may be, of either promptly upon request of the above notices, Escrow Agent provide to the Issuer Escrow Agent the appropriate account details and the Series A Collateral Agent hereby instruct payment routing instructions so as to enable the Escrow Agent to deliver the Escrowed Assets to the Issuer at the address set forth in Clause 7 above; provided that if, at the expiration of such 120 day period, an LTV Ratio Triggered Early Maturity (Escrow Property as defined in the Series A Collateral Agreementaforesaid) shall have occurred or an Event of Default (as defined in the Series A Indenture) shall have occurred and be continuing and the Series A Collateral Agent is prevented at such time from being able to exercise its remedies under Section 8 of the Series A Collateral Agreement (whether such question is uncontested or is the matter of a dispute between the Issuer and the Series A Collateral Agent), the Issuer and the Series A Collateral Agent hereby instruct the Escrow Agent may apply to deliver a court of competent jurisdiction for the Escrowed Assets appointment of a successor escrow agent or for other appropriate relief From the end of such ten Business Day period the Escrow Agent’s sole responsibility hereunder is to Deutsche Bank AG London, Winchester House, 1 Great Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX hold the Escrow Property but the Escrow Agent shall not be obliged to (attention: Trust and Securities Services, re: Eco Telecom Limited—Escrow Agreementbut may in its absolute discretion) act in accordance with any instruction or other provision hereof (other than this Section 2.3). Deutsche Bank AG London The costs and expenses (which may act through its nomineesincluding attorneys’ fees and expenses) shall properly incurred by the Escrow Agent in connection with such proceeding will be a “successor Escrow Agent” for paid by, and be deemed to be solely an obligation of, the purposes of this Escrow AgreementBorrower. (c) Upon acceptance by receipt of the identity of the successor Escrow Agent of its appointment as successor Escrow Agentescrow agent, the Issuer and the Collateral Agent hereby instruct the Escrow Agent to will either deliver the Escrowed Assets Escrow Property then held hereunder to the successor Escrow Agentescrow agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the outgoing Escrow Agent (for the avoidance of doubt the Escrow Agent is permitted to Agent, or hold such Escrowed Assets Escrow Property (or any portion thereof), pending delivery to the successor Escrow Agentdistribution, until all such fees, costs and expenses or other obligations owing to the Escrow Agent are paid). (d) . Upon delivery of the Escrowed Assets Escrow Property to the successor escrow agent, the Escrow Agent or the Issuer, as the case may be, the outgoing Escrow Agent shall will have no further duties, responsibilities or obligations hereunder.

Removal of Escrow Agent. (a) The Issuer and Grantor may, with notice to the Series A Collateral Agent (acting jointly) may Trustee, remove the Escrow Agent at any time, with or without cause, time by giving to the Escrow Agent thirty calendar 15 days’ prior notice in writingwriting signed by the Grantor. The Escrow Agent may resign at any time by giving to the Issuer Grantor and the Series A Collateral Agent thirty calendar Trustee 15 days’ prior written notice thereof; provided that such resignation shall not be effective until a successor is appointed pursuant to sub-Clause (b) below. (b) Within thirty calendar days 5 Business Days after giving the foregoing notice of removal to the Escrow Agent or receiving the foregoing notice of resignation from the Escrow Agent, the Issuer and the Series A Collateral Agent shall jointly agree on and Grantor will appoint a successor Escrow Agentescrow agent. The Issuer and Grantor will cause any successor escrow agent to assume the Series A Collateral Agent shall seek a successor obligations of the Escrow Agent hereunder or to enter into such other escrow and security agreement as may be acceptable to the Trustee in good faith and shall make good faith efforts to procure the acceptance of such appointment by the successor Escrow Agent (and the Series A Collateral Agent shall not unreasonably withhold from the Issuer its agreement in respect of this). A failure by the Issuer and the Series A Collateral Agent to procure the acceptance by a successor Escrow Agent of such appointment within such thirty calendar days shall constitute a “dispute” for the purposes of Clause 19(b) belowsole discretion. If a successor Escrow Agent escrow agent has not accepted such appointment one hundred and twenty calendar days after by the giving end of such 5-Business Day period or receiptsuch successor escrow agent has not become so bound, as the case may be, of either of the above notices, the Issuer and the Series A Collateral Agent hereby instruct the Escrow Agent to may, in its sole discretion, deliver the Escrowed Assets Escrow Property to the Issuer Trustee at the address set forth in Clause 7 above; provided that if, at herein or may apply to a court of competent jurisdiction for the expiration of such 120 day period, an LTV Ratio Triggered Early Maturity (as defined in the Series A Collateral Agreement) shall have occurred or an Event of Default (as defined in the Series A Indenture) shall have occurred and be continuing and the Series A Collateral Agent is prevented at such time from being able to exercise its remedies under Section 8 of the Series A Collateral Agreement (whether such question is uncontested or is the matter appointment of a dispute between the Issuer successor escrow agent or for other appropriate relief. The reasonable out-of-pocket costs and the Series A Collateral Agent), the Issuer expenses (including reasonable attorneys’ fees and the Series A Collateral Agent hereby instruct expenses of one legal counsel) incurred by the Escrow Agent in connection with such proceeding will be paid by, and be deemed to deliver be solely an obligation of, the Escrowed Assets to Deutsche Bank AG London, Winchester House, 1 Great Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (attention: Trust and Securities Services, re: Eco Telecom Limited—Escrow Agreement). Deutsche Bank AG London (which may act through its nominees) shall be a “successor Escrow Agent” for the purposes of this Escrow AgreementGrantor. (c) Upon acceptance by receipt of the identity of the successor Escrow Agent of its appointment as successor Escrow Agentescrow agent, the Issuer and the Collateral Agent hereby instruct the Escrow Agent to will either deliver the Escrowed Assets Escrow Property then held hereunder to the successor Escrow Agentescrow agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the outgoing Escrow Agent (for the avoidance of doubt the Escrow Agent is permitted to Agent, or hold such Escrowed Assets Escrow Property (or any portion thereof), pending delivery to the successor Escrow Agentdistribution, until all such fees, costs and expenses or other obligations owing to the Escrow Agent are paid). (d) . Upon delivery of the Escrowed Assets Escrow Property to the successor escrow agent, the Escrow Agent or the Issuer, as the case may be, the outgoing Escrow Agent shall will have no further duties, responsibilities or obligations hereunder.

Removal of Escrow Agent. (a) The Issuer and Company may, with the Series A Collateral Agent (acting jointly) may consent of the Trustee, remove the Escrow Agent at any time, with or without cause, time by giving to the Escrow Agent thirty calendar 15 days’ prior notice in writingwriting signed by the Company. The Escrow Agent may resign at any time by giving to the Issuer and the Series A Collateral Agent thirty calendar Company 15 days’ prior written notice thereof; provided that such resignation shall not be effective until a successor is appointed pursuant to sub-Clause (b) below. (b) Within thirty calendar days 10 Business Days after giving the foregoing notice of removal to the Escrow Agent or receiving the foregoing notice of resignation from the Escrow Agent, the Issuer Company and the Series A Collateral Agent shall Trustee will jointly agree on and execute an agreement to appoint a successor Escrow Agentescrow agent after selection of the successor escrow agent by the Company. The Issuer and Company will cause any successor escrow agent to assume the Series A Collateral Agent shall seek a successor obligations of the Escrow Agent in good faith and shall make good faith efforts to procure the acceptance of such appointment by the successor Escrow Agent (and the Series A Collateral Agent shall not unreasonably withhold from the Issuer its agreement in respect of this). A failure by the Issuer and the Series A Collateral Agent to procure the acceptance by a successor Escrow Agent of such appointment within such thirty calendar days shall constitute a “dispute” for the purposes of Clause 19(b) belowhereunder. If a successor Escrow Agent escrow agent has not accepted such appointment one hundred and twenty calendar days after by the giving end of such 10-Business Day period or receiptsuch successor escrow agent has not become so bound, as the case may be, of either of the above notices, the Issuer and the Series A Collateral Agent hereby instruct the Escrow Agent to may, in its reasonable discretion, deliver the Escrowed Assets Escrow Property to the Issuer Trustee at the address set forth in Clause 7 above; provided that if, at herein or may apply to a court of competent jurisdiction for the expiration of such 120 day period, an LTV Ratio Triggered Early Maturity (as defined in the Series A Collateral Agreement) shall have occurred or an Event of Default (as defined in the Series A Indenture) shall have occurred and be continuing and the Series A Collateral Agent is prevented at such time from being able to exercise its remedies under Section 8 of the Series A Collateral Agreement (whether such question is uncontested or is the matter appointment of a dispute between the Issuer successor escrow agent or for other appropriate relief. The costs and the Series A Collateral Agent), the Issuer expenses (including reasonable attorneys’ fees and the Series A Collateral Agent hereby instruct expenses) incurred by the Escrow Agent in connection with such proceeding will be paid by, and be deemed to deliver be solely an obligation of, the Escrowed Assets to Deutsche Bank AG London, Winchester House, 1 Great Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (attention: Trust and Securities Services, re: Eco Telecom Limited—Escrow Agreement). Deutsche Bank AG London (which may act through its nominees) shall be a “successor Escrow Agent” for the purposes of this Escrow AgreementCompany. (c) Upon acceptance by receipt of the identity of the successor Escrow Agent of its appointment as successor Escrow Agentescrow agent, the Issuer and the Collateral Agent hereby instruct the Escrow Agent to will deliver the Escrowed Assets Escrow Property then held 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 the successor Escrow Agent, less the fees, costs and expenses or other obligations owed to the outgoing Escrow Agent (for the avoidance of doubt the Escrow Agent is permitted to hold escrow agent. Upon such Escrowed Assets (or any portion thereof), pending delivery to the successor Escrow Agentescrow agent, until all such fees, costs and expenses or other obligations are paid). (d) Upon delivery of the Escrowed Assets to the successor Escrow Agent or the Issuer, as the case may be, the outgoing Escrow Agent will be discharged of all obligations under this Agreement and shall have no further duties, responsibilities or obligations hereunder.

Removal of Escrow Agent. (a) The Issuer Company and the Series A Collateral Agent (acting jointly) OEP may jointly remove the Escrow Agent at any time, with or without cause, time by giving delivering to the Escrow Agent thirty calendar 30 days’ prior written notice in writingof its removal. The Escrow Agent may resign at any time resign by giving to the Issuer and the Series A Collateral Agent thirty calendar delivering 30 days’ prior written notice thereof; provided that of its resignation to the Company and OEP. In the event of such resignation a removal or resignation, the Escrow Agent shall immediately deliver such Escrow Funds not be effective until disbursed, and any and all documents relating thereto then in the Escrow Agent’s possession to a successor is appointed pursuant to sub-Clause (b) below. (b) Within thirty calendar escrow agent jointly designated by the Company and OEP in writing, or if the parties cannot agree on the successor escrow agent within 30 days after giving of such notice, the foregoing notice of removal to Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or receiving for the foregoing appropriate relief, whereupon the appointment shall be binding upon all parties hereto and the removed or resigning Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Funds (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses incurred by the Escrow Agent in connection with the termination of the Agreement. After the removal or resignation from of the Escrow Agent, the Issuer and provisions of this Agreement limiting the Series A Collateral Agent shall jointly agree on and appoint a successor Escrow Agent. The Issuer and the Series A Collateral Agent shall seek a successor Escrow Agent in good faith and shall make good faith efforts to procure the acceptance liability of such appointment by the successor Escrow Agent (and the Series A Collateral Agent shall not unreasonably withhold from the Issuer its agreement in respect of this). A failure by the Issuer and the Series A Collateral Agent to procure the acceptance by a successor Escrow Agent of such appointment within such thirty calendar days shall constitute a “dispute” for the purposes of Clause 19(b) below. If a successor Escrow Agent has not accepted such appointment one hundred and twenty calendar days after the giving or receipt, as the case may be, of either of the above notices, the Issuer and the Series A Collateral Agent hereby instruct the Escrow Agent to deliver the Escrowed Assets to the Issuer at the address set forth in Clause 7 above; provided that if, at the expiration of such 120 day period, an LTV Ratio Triggered Early Maturity (as defined in the Series A Collateral Agreement) shall have occurred or an Event of Default (as defined in the Series A Indenture) shall have occurred and be continuing and the Series A Collateral Agent is prevented at such time from being able to exercise its remedies under Section 8 of the Series A Collateral Agreement (whether such question is uncontested or is the matter of a dispute between the Issuer and the Series A Collateral Agent), the Issuer and the Series A Collateral Agent hereby instruct indemnifying the Escrow Agent against damages shall continue to deliver inure to the Escrowed Assets to Deutsche Bank AG London, Winchester House, 1 Great Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (attention: Trust and Securities Services, re: Eco Telecom Limited—Escrow Agreement). Deutsche Bank AG London (which may act through its nominees) shall be a “successor Escrow Agent” for benefit of the purposes of this Escrow Agreement. (c) Upon acceptance by the successor removed or resigned Escrow Agent of its appointment as successor Escrow Agent, the Issuer and the Collateral Agent hereby instruct with respect to any action or omission taken or made by it while it was the Escrow Agent to deliver the Escrowed Assets then held hereunder to the successor Escrow Agent, less the fees, costs and expenses or other obligations owed to the outgoing Escrow Agent (for the avoidance of doubt the Escrow Agent is permitted to hold such Escrowed Assets (or any portion thereof), pending delivery to the successor Escrow Agent, until all such fees, costs and expenses or other obligations are paid)under this Agreement. (d) Upon delivery of the Escrowed Assets to the successor Escrow Agent or the Issuer, as the case may be, the outgoing Escrow Agent shall have no further duties, responsibilities or obligations hereunder.

Removal of Escrow Agent. (a) The Issuer and Borrower may, with the Series A Collateral Agent (acting jointly) may consent of the Security Agent, remove the Escrow Agent at any time, with or without cause, time by giving to the Escrow Agent thirty calendar 15 days’ prior notice in writingwriting signed by the Borrower. The Escrow Agent may resign at any time by giving to the Issuer and the Series A Collateral Agent thirty calendar Borrower 15 days’ prior written notice thereof; provided that such resignation shall not be effective until a successor is appointed pursuant to sub-Clause (b) below. (b) Within thirty calendar days ten Business Days after giving the foregoing effective date of such notice of removal to Escrow Agent or receiving the foregoing notice of resignation from the Escrow Agentresignation, as appropriate, the Issuer Borrower and the Series A Collateral Security Agent shall will jointly agree on and appoint a successor Escrow Agentescrow agent. The Issuer and Borrower will cause any successor escrow agent to assume the Series A Collateral Agent shall seek a successor obligations of the Escrow Agent hereunder or to enter into such other escrow and security agreement as may be acceptable to the Security Agent in good faith and shall make good faith efforts to procure the acceptance of such appointment by the successor Escrow Agent (and the Series A Collateral Agent shall not unreasonably withhold from the Issuer its agreement in respect of this). A failure by the Issuer and the Series A Collateral Agent to procure the acceptance by a successor Escrow Agent of such appointment within such thirty calendar days shall constitute a “dispute” for the purposes of Clause 19(b) belowreasonable discretion. If a successor Escrow Agent escrow agent has not accepted such appointment one hundred by the end of such ten Business Day period or such successor escrow agent has not become so bound, the Escrow Agent may (but is not obliged to) deliver the Escrow Property to the Security Agent (and twenty calendar days after the giving or receiptSecurity Agent will, as the case may be, of either promptly upon request of the above notices, Escrow Agent provide to the Issuer Escrow Agent the appropriate account details and the Series A Collateral Agent hereby instruct payment routing instructions so as to enable the Escrow Agent to deliver the Escrowed Assets to the Issuer at the address set forth in Clause 7 above; provided that if, at the expiration of such 120 day period, an LTV Ratio Triggered Early Maturity (Escrow Property as defined in the Series A Collateral Agreementaforesaid) shall have occurred or an Event of Default (as defined in the Series A Indenture) shall have occurred and be continuing and the Series A Collateral Agent is prevented at such time from being able to exercise its remedies under Section 8 of the Series A Collateral Agreement (whether such question is uncontested or is the matter of a dispute between the Issuer and the Series A Collateral Agent), the Issuer and the Series A Collateral Agent hereby instruct the Escrow Agent may apply to deliver a court of competent jurisdiction for the Escrowed Assets appointment of a successor escrow agent or for other appropriate relief. From the end of such ten Business Day period the Escrow Agent’s sole responsibility hereunder is to Deutsche Bank AG London, Winchester House, 1 Great Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX hold the Escrow Property but the Escrow Agent shall not be obliged to (attention: Trust and Securities Services, re: Eco Telecom Limited—Escrow Agreementbut may in its absolute discretion) act in accordance with any instruction or other provision hereof (other than this Section 2.3). Deutsche Bank AG London The costs and expenses (which may act through its nomineesincluding attorneys’ fees and expenses) shall properly incurred by the Escrow Agent in connection with such proceeding will be a “successor Escrow Agent” for paid by, and be deemed to be solely an obligation of, the purposes of this Escrow AgreementBorrower. (c) Upon acceptance by receipt of the identity of the successor Escrow Agent of its appointment as successor Escrow Agentescrow agent, the Issuer and the Collateral Agent hereby instruct the Escrow Agent to will either deliver the Escrowed Assets Escrow Property then held hereunder to the successor Escrow Agentescrow agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the outgoing Escrow Agent (for the avoidance of doubt the Escrow Agent is permitted to Agent, or hold such Escrowed Assets Escrow Property (or any portion thereof), pending delivery to the successor Escrow Agentdistribution, until all such fees, costs and expenses or other obligations owing to the Escrow Agent are paid). (d) . Upon delivery of the Escrowed Assets Escrow Property to the successor escrow agent, the Escrow Agent or the Issuer, as the case may be, the outgoing Escrow Agent shall will have no further duties, responsibilities or obligations hereunder.