Common use of Removal of Escrow Agent Clause in Contracts

Removal of Escrow Agent. (a) The Borrower may, with the consent of the Security Agent, remove the Escrow Agent at any time by giving to the Escrow Agent 15 days’ prior notice in writing signed by the Borrower. The Escrow Agent may resign at any time by giving to the Borrower 15 days’ prior written notice thereof. (b) Within ten Business Days after the effective date of such notice of removal or notice of resignation, as appropriate, the Borrower and the Security Agent will jointly agree on and appoint a successor escrow agent. The Borrower will cause any successor escrow agent to assume the 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 its reasonable discretion. If a successor escrow agent has not accepted such appointment 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 the Security Agent will, promptly upon request of the Escrow Agent provide to the Escrow Agent the appropriate account details and payment routing instructions so as to enable the Escrow Agent to deliver the Escrow Property as aforesaid) or the Escrow Agent may apply to a court of competent jurisdiction for the 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 hold the Escrow Property but the Escrow Agent shall not be obliged to (but may in its absolute discretion) act in accordance with any instruction or other provision hereof (other than this Section 2.3). The costs and expenses (including attorneys’ fees and expenses) properly incurred by the Escrow Agent in connection with such proceeding will be paid by, and be deemed to be solely an obligation of, the Borrower. (c) Upon receipt of the identity of the successor escrow agent, the Escrow Agent will either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations owing to the Escrow Agent are paid. Upon delivery of the Escrow Property to the successor escrow agent, the Escrow Agent will have no further duties, responsibilities or obligations hereunder.

Removal of Escrow Agent. (a) The Borrower Company may, with the consent of the Security AgentTrustee, remove the Escrow Agent at any time by giving to the Escrow Agent 15 days’ prior notice in writing signed by the BorrowerCompany. The Escrow Agent may resign at any time by giving to the Borrower Company 15 days’ prior written notice thereof. (b) Within ten 10 Business Days after giving the effective date of such foregoing notice of removal to the Escrow Agent or receiving the foregoing notice of resignation, as appropriateresignation from the Escrow Agent, the Borrower Company and the Security Agent Trustee will jointly agree on and execute an agreement to appoint a successor escrow agentagent after selection of the successor escrow agent by the Company. The Borrower Company will cause any successor escrow agent to assume the 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 its reasonable discretionhereunder. If a successor escrow agent has not accepted such appointment by the end of such ten 10-Business Day period or such successor escrow agent has not become so bound, the Escrow Agent may (but is not obliged to) may, in its reasonable discretion, deliver the Escrow Property to the Security Agent (and Trustee at the Security Agent will, promptly upon request of the Escrow Agent provide to the Escrow Agent the appropriate account details and payment routing instructions so as to enable the Escrow Agent to deliver the Escrow Property as aforesaid) address provided herein or the Escrow Agent may apply to a court of competent jurisdiction for the 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 hold the Escrow Property but the Escrow Agent shall not be obliged to (but may in its absolute discretion) act in accordance with any instruction or other provision hereof (other than this Section 2.3). The costs and expenses (including reasonable attorneys’ fees and expenses) properly incurred by the Escrow Agent in connection with such proceeding will be paid by, and be deemed to be solely an obligation of, the BorrowerCompany. (c) Upon receipt of the identity of the successor escrow agent, the Escrow Agent will either deliver the 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 Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations owing to the Escrow Agent are paid. Upon such delivery of the Escrow Property to the successor escrow agent, the 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 Borrower Grantor may, with notice to the consent of the Security AgentTrustee, remove the Escrow Agent at any time by giving to the Escrow Agent 15 days’ prior notice in writing signed by the BorrowerGrantor. The Escrow Agent may resign at any time by giving to the Borrower Grantor and the Trustee 15 days’ prior written notice thereof. (b) Within ten 5 Business Days after giving the effective date of such foregoing notice of removal to the Escrow Agent or receiving the foregoing notice of resignation, as appropriateresignation from the Escrow Agent, the Borrower and the Security Agent Grantor will jointly agree on and appoint a successor escrow agent. The Borrower Grantor will cause any successor escrow agent to assume the obligations of the Escrow Agent hereunder or to enter into such other escrow and security agreement as may be acceptable to the Security Agent Trustee in its reasonable sole discretion. If a successor escrow agent has not accepted such appointment by the end of such ten 5-Business Day period or such successor escrow agent has not become so bound, the Escrow Agent may (but is not obliged to) may, in its sole discretion, deliver the Escrow Property to the Security Agent (and Trustee at the Security Agent will, promptly upon request of the Escrow Agent provide to the Escrow Agent the appropriate account details and payment routing instructions so as to enable the Escrow Agent to deliver the Escrow Property as aforesaid) address provided herein or the Escrow Agent may apply to a court of competent jurisdiction for the 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 hold the Escrow Property but the Escrow Agent shall not be obliged to (but may in its absolute discretion) act in accordance with any instruction or other provision hereof (other than this Section 2.3). The reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expensesexpenses of one legal counsel) properly incurred by the Escrow Agent in connection with such proceeding will be paid by, and be deemed to be solely an obligation of, the BorrowerGrantor. (c) Upon receipt of the identity of the successor escrow agent, the Escrow Agent will either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations owing to the Escrow Agent are paid. Upon delivery of the Escrow Property to the successor escrow agent, the Escrow Agent will have no further duties, responsibilities or obligations hereunder.

Removal of Escrow Agent. (a) The Borrower may, with Issuer and the consent of the Security Agent, Series A Collateral Agent (acting jointly) may remove the Escrow Agent at any time time, with or without cause, by giving to the Escrow Agent 15 thirty calendar days’ prior notice in writing signed by the Borrowerwriting. The Escrow Agent may resign at any time by giving to the Borrower 15 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 ten Business Days thirty calendar days after giving the effective date of such foregoing notice of removal to Escrow Agent or receiving the foregoing notice of resignation, as appropriateresignation from the Escrow Agent, the Borrower Issuer and the Security Series A Collateral Agent will shall jointly agree on and appoint a successor escrow agentEscrow Agent. The Borrower will cause any Issuer and the Series A Collateral Agent shall seek a successor escrow agent to assume the obligations of the Escrow Agent hereunder or in good faith and shall make good faith efforts to enter into procure the acceptance of such other escrow appointment by the successor Escrow Agent (and security the Series A Collateral Agent shall not unreasonably withhold from the Issuer its agreement as may be acceptable in respect of this). A failure by the Issuer and the Series A Collateral Agent to procure the Security acceptance by a successor Escrow Agent in its reasonable discretionof such appointment within such thirty calendar days shall constitute a “dispute” for the purposes of Clause 19(b) below. If a successor escrow agent Escrow Agent has not accepted such appointment by one hundred and twenty calendar days after the end giving or receipt, as the case may be, of such ten Business Day period or such successor escrow agent has not become so boundeither of the above notices, the Escrow Agent may (but is not obliged to) deliver the Escrow Property to the Security Agent (Issuer and the Security Series A Collateral Agent will, promptly upon request of the Escrow Agent provide to the Escrow Agent the appropriate account details and payment routing instructions so as to enable hereby instruct the Escrow Agent to deliver the Escrow Property 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 aforesaiddefined 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 apply to act through its nominees) shall be a court of competent jurisdiction “successor Escrow Agent” for the appointment purposes of a successor escrow agent or for other appropriate relief. From the end of such ten Business Day period the this Escrow Agent’s sole responsibility hereunder is to hold the Escrow Property but the Escrow Agent shall not be obliged to (but may in its absolute discretion) act in accordance with any instruction or other provision hereof (other than this Section 2.3). The costs and expenses (including attorneys’ fees and expenses) properly incurred by the Escrow Agent in connection with such proceeding will be paid by, and be deemed to be solely an obligation of, the BorrowerAgreement. (c) Upon receipt of the identity of acceptance by the successor escrow agentEscrow Agent of its appointment as successor Escrow Agent, the Issuer and the Collateral Agent hereby instruct the Escrow Agent will either to deliver the Escrow Property Escrowed Assets 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, or Agent (for the avoidance of doubt the Escrow Agent is permitted to hold such Escrow Property Escrowed Assets (or any portion thereof), pending distributiondelivery to the successor Escrow Agent, until all such fees, costs and expenses or other obligations owing to the Escrow Agent are paid. ). (d) Upon delivery of the Escrow Property Escrowed Assets to the successor escrow agentEscrow Agent or the Issuer, as the case may be, the outgoing Escrow Agent will shall have no further duties, responsibilities or obligations hereunder.

Removal of Escrow Agent. (a) The Borrower may, with the consent of the Security Agent, Company and OEP may jointly remove the Escrow Agent at any time by giving delivering to the Escrow Agent 15 30 days’ prior written notice in writing signed by the Borrowerof its removal. The Escrow Agent may resign at any time resign by giving to the Borrower 15 delivering 30 days’ prior written notice thereof. (b) Within ten Business Days after of its resignation to the effective date Company and OEP. In the event of such notice of a removal or notice of resignation, as appropriate, the Borrower and the Security Agent will jointly agree on and appoint a successor escrow agent. The Borrower will cause any successor escrow agent to assume the obligations of the Escrow Agent hereunder or shall immediately deliver such Escrow Funds not disbursed, and any and all documents relating thereto then in the Escrow Agent’s possession to enter into such other escrow and security agreement as may be acceptable to the Security Agent in its reasonable discretion. If a successor escrow agent has not accepted such appointment jointly designated by the end of such ten Business Day period Company and OEP in writing, or such if the parties cannot agree on the successor escrow agent has not become so boundwithin 30 days of such notice, the Escrow Agent may (but is not obliged to) deliver the Escrow Property to the Security Agent (and the Security Agent will, promptly upon request of the Escrow Agent provide to the Escrow Agent the appropriate account details and payment routing instructions so as to enable the Escrow Agent to deliver the Escrow Property as aforesaid) or the Escrow Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other the 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. From the end of such ten Business Day period the Escrow Agent’s sole responsibility hereunder is after such thirty (30) day notice period expires shall be to hold the Escrow Property but 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 not be obliged have the right to (but may in its absolute discretion) act in accordance with withhold an amount equal to any instruction or other provision hereof (other than this Section 2.3). The amount due and owing to the Escrow Agent, plus any costs and expenses (including attorneys’ fees and expenses) properly incurred by the Escrow Agent in connection with such proceeding will be paid by, and be deemed to be solely an obligation of, the Borrower. (c) Upon receipt termination of the identity Agreement. After the removal or resignation of the successor escrow agent, the Escrow Agent will either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations owing to the provisions of this Agreement limiting the liability of the Escrow Agent are paid. Upon delivery of the Escrow Property to the successor escrow agent, and indemnifying the Escrow Agent will have no further duties, responsibilities against damages shall continue to inure to the benefit of the removed or obligations hereunderresigned Escrow Agent with respect to any action or omission taken or made by it while it was the Escrow Agent under this Agreement.

Removal of Escrow Agent. (a) The Borrower may, with the consent of the Security Agent, remove the Escrow Agent at any time by giving to the Escrow Agent 15 days’ prior notice in writing signed by the Borrower. The Escrow Agent may resign at any time by giving to the Borrower 15 days’ prior written notice thereof. (b) Within ten Business Days after the effective date of such notice of removal or notice of resignation, as appropriate, the Borrower and the Security Agent will jointly agree on and appoint a successor escrow agent. The Borrower will cause any successor escrow agent to assume the 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 its reasonable discretion. If a successor escrow agent has not accepted such appointment 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 the Security Agent will, promptly upon request of the Escrow Agent provide to the Escrow Agent the appropriate account details and payment routing instructions so as to enable the Escrow Agent to deliver the Escrow Property as aforesaid) or the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. relief From the end of such ten Business Day period the Escrow Agent’s sole responsibility hereunder is to hold the Escrow Property but the Escrow Agent shall not be obliged to (but may in its absolute discretion) act in accordance with any instruction or other provision hereof (other than this Section 2.3). The costs and expenses (including attorneys’ fees and expenses) properly incurred by the Escrow Agent in connection with such proceeding will be paid by, and be deemed to be solely an obligation of, the Borrower. (c) Upon receipt of the identity of the successor escrow agent, the Escrow Agent will either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations owing to the Escrow Agent are paid. Upon delivery of the Escrow Property to the successor escrow agent, the Escrow Agent will have no further duties, responsibilities or obligations hereunder.