Common use of Replacement of the Escrow Agent Clause in Contracts

Replacement of the Escrow Agent. 9.1 The Company may at will, in consultation with the Manager, replace the Escrow Agent by issuing to the Escrow Agent a Communication to such effect countersigned by the Authorised Representatives of the Manager indicating the person/successor escrow agent appointed by it (“Termination Communication”). Within 15 (fifteen) Business Days of receipt of such Termination Communication, the Escrow Agent shall transfer the Funds lying in the Escrow Account or Special Escrow Account to the person/successor escrow agent so named in the Termination Communication from the Company without any demur. Until such transfer of the Funds to the successor Escrow Agent, the Escrow Agent shall continue to act in accordance with this Agreement. 9.2 The Escrow Agent may, at any time, issue written notice of its intention to resign (a “Resignation Notice”) to the Company and the Manager. On receipt of such Communication from the Escrow Agent, the Company shall appoint a successor escrow agent in consultation with the Manager as soon as reasonably possible and in any event not exceeding 30 (thirty) Business Days from the date of the Resignation Notice. If the Company is unable to appoint a successor escrow agent within 30 (thirty) Business Days of such notice, the Manager shall be entitled to appoint a new escrow agent, at the cost of the Company, within 10 (ten) Business Days from the expiry of the aforesaid 30 (thirty) Business Days. 9.3 The resignation of the Escrow Agent will take effect on the date of the appointment of a successor escrow agent under Xxxxxx 9.2 above (such date being the “Resignation Date”). Until the Resignation Date, the Escrow Agent shall continue to act in accordance with this Agreement. Upon resignation, the Escrow Agent shall transfer the Funds lying in the Escrow Account and Special Escrow Account to the successor escrow agent, as a condition precedent to the Escrow Agent’s resignation to take effect. 9.4 The resigning Xxxxxx Agent shall continue to be liable for any and all of its actions and omissions under this Agreement, or the breach of the terms of this Agreement, until such resignation becomes effective. Further, the Escrow Agent that has resigned shall continue to be bound by the terms of this Agreement and the duties and obligations contained herein until the appointment of substitute escrow agent, and the transfer of the Funds or other monies held by the resigning Escrow Agent to the substitute escrow agent. The substitute escrow agent shall enter into an agreement substantially in the form of this Agreement with the Manager and the Company agreeing to be bound by the terms, conditions and obligations herein.

Replacement of the Escrow Agent. 9.1 The Escrow Agent may resign and be discharged from all further duties and obligations hereunder by giving to the Company may at will, in consultation with thirty (30) days’ written notice of the Manager, replace effective date of resignation (“Effective Date”). In the event of the Escrow Agent by issuing to resigning, the Escrow Agent Company shall, with the consent of the Security Holders (which consent shall not be unreasonably withheld or delayed) forthwith appoint a Communication to successor agent. Upon the Effective Date, if the Company has not appointed a successor agent, the Security Holders may appoint a successor agent, with the consent of the Company (which consent shall not be unreasonably withheld or delayed). Failing such effect countersigned appointment by the Authorised Representatives of Security Holders within thirty (30) days from the Manager indicating the person/successor escrow agent appointed by it (“Termination Communication”). Within 15 (fifteen) Business Days of receipt of such Termination CommunicationEffective Date, the Escrow Agent shall transfer the Funds lying in the Escrow Account or Special Escrow Account to the person/successor escrow agent so named in the Termination Communication from the Company without any demur. Until such transfer of the Funds to the successor Escrow Agent, the Escrow Agent shall continue to act in accordance with this Agreement. 9.2 The Escrow Agent may, at any time, issue written notice the expense of its intention to resign (a “Resignation Notice”) to the Company and the Manager. On receipt Security Holders in the amounts set forth in Section 3.6, petition any court of such Communication from the Escrow Agent, the Company shall appoint a successor escrow agent in consultation with the Manager as soon as reasonably possible and in any event not exceeding 30 (thirty) Business Days from the date of the Resignation Notice. If the Company is unable to appoint a successor escrow agent within 30 (thirty) Business Days of such notice, the Manager shall be entitled to appoint a new escrow agent, at the cost of the Company, within 10 (ten) Business Days from the expiry of the aforesaid 30 (thirty) Business Days. 9.3 The resignation of the Escrow Agent will take effect on the date of competent jurisdiction for the appointment of a successor escrow agent under Xxxxxx 9.2 above or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Escrow Agent’s sole responsibility after any such second thirty (such date being 30) day notice period expires shall be to hold the “Resignation Date”). Until Securities and to deliver the Resignation Datesame to a designated substitute escrow agent, the Escrow Agent shall continue to act if any, or in accordance with this Agreementthe directions of a court order, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate. Upon resignationAny new escrow agent appointed pursuant to the provisions of the section shall be a corporation authorized to carry on the business of an escrow agent in the Province of British Columbia. On any new appointment, the new escrow agent shall be vested with the same powers, rights, duties and obligations as if it had been originally named herein as escrow agent, without any further assurance, conveyance, act or deed. The Escrow Agent Agent, upon receipt of payment for any outstanding amounts for its services and expenses then unpaid, shall transfer the Funds lying in the Escrow Account transfer, deliver and Special Escrow Account pay over to the such successor escrow agent, as a condition precedent who shall be entitled to the Escrow Agent’s resignation to take effectreceive, all cash and property on deposit with such predecessor hereunder. 9.4 The resigning Xxxxxx Agent shall continue to be liable for any and all of its actions and omissions under this Agreement, or the breach of the terms of this Agreement, until such resignation becomes effective. Further, the Escrow Agent that has resigned shall continue to be bound by the terms of this Agreement and the duties and obligations contained herein until the appointment of substitute escrow agent, and the transfer of the Funds or other monies held by the resigning Escrow Agent to the substitute escrow agent. The substitute escrow agent shall enter into an agreement substantially in the form of this Agreement with the Manager and the Company agreeing to be bound by the terms, conditions and obligations herein.

Replacement of the Escrow Agent. 9.1 10.1 The Company may at willmay, in consultation with the Manager, at any time, replace the Escrow Agent by issuing giving a written notice to such effect, and the details of a successor escrow agent, to the Escrow Agent a Communication to such effect countersigned by Agent, provided that the Authorised Representatives of the Manager indicating the person/successor escrow agent appointed by it (“Termination Communication”)has also executed an agreement with the Company and the Manager substantially in the same form as this Agreement. Within 15 one (fifteen1) Business Days of receipt of such Termination Communicationnotice and details, the Escrow Agent shall transfer all the Funds lying amounts outstanding in the Escrow Account or and the Special Escrow Account to the person/successor escrow agent so named agent. 10.2 Subject to what is stated in the Termination Communication from the Company without any demur. Until such transfer of the Funds to the successor Escrow Agentthis Agreement, the Escrow Agent shall continue to act in accordance with this Agreement. 9.2 The Escrow Agent may, at any time, issue resign by giving advance written notice of its intention to resign not less than 10 Business Days (a “"Resignation Notice”") to such effect to the Company and the Manager. On receipt of such Communication a Resignation Notice from the Escrow Agent, the Company shall appoint a successor escrow agent in consultation with the Manager shall be appointed as soon as reasonably possible and in any event not exceeding 30 within thirty (thirty30) days of receipt by the Manager of the Resignation Notice, in accordance with Clause 10.3. 10.3 The Company and the Manager shall make best efforts to decide upon the successor escrow agent, and jointly serve a notice on the Escrow Agent mentioning the successor escrow agent within ten (10) Business Days of the Resignation Notice, failing such notice, the Company shall be entitled to appoint any scheduled commercial bank holding "Certification of Registration" as "banker to an issue" in accordance with the Banker to an Issue Regulations as the successor escrow agent within thirty (30) Business Days from the date of the Resignation Notice by a unilateral notice to the Escrow Agent with a copy to the Manager. On the receipt of such notice, and subject to the Company and the Manager having executed an agreement with the successor escrow agent substantially in the same form as this Agreement and be bound by the terms, conditions and obligations herein, the Escrow Agent shall transfer all the amounts outstanding in the Escrow Account and the Special Escrow Account to the successor escrow agent. 10.4 The Escrow Agent shall continue to be responsible for any and all of its actions and omissions until such resignation becomes effective. The Escrow Agent shall continue to perform its obligations until the appointment of the successor escrow agent. If within thirty (30) Business Days from the date of the Resignation Notice. If the Company is unable to appoint , a successor escrow agent within 30 (thirty) Business Days of such notice, the Manager shall be entitled to appoint a new escrow agent, at the cost of the Company, within 10 (ten) Business Days from the expiry of the aforesaid 30 (thirty) Business Days. 9.3 The resignation of the Escrow Agent will take effect on the date of the appointment of a successor escrow agent under Xxxxxx 9.2 above (such date being the “Resignation Date”). Until the Resignation Datehas not been appointed in accordance with Clauses 10.2 and 10.3 above, the Escrow Agent shall continue to act in accordance with this Agreement. Upon resignation, appoint a successor agent itself and transfer all the Escrow Agent shall transfer the Funds lying amounts outstanding in the Escrow Account and the Special Escrow Account to the such successor escrow agent. 10.5 The Manager may terminate this Agreement, as a condition precedent immediately upon written notice to the Escrow Agent’s resignation to take effectBank and the Company if the Manager reasonably determines that it can no longer continue as the merchant banker for the Buyback in accordance with applicable law or professional obligations. 9.4 The resigning Xxxxxx Agent shall continue to be liable for any and all of its actions and omissions under 10.6 Notwithstanding anything contained in this Agreement, or the breach of Company and the terms of this Agreement, until such resignation becomes effective. Further, Manager unconditionally agree and confirm that the Escrow Agent that has resigned shall continue have the right to be bound by the terms of exit / resign, at any time, assigning a valid reason, from this Agreement and the duties and obligations contained herein until the appointment of substitute escrow agent, and the transfer of the Funds or other monies held by the resigning Escrow Agent to the substitute escrow agent. The substitute escrow agent shall enter into an agreement substantially in the form of terminate this Agreement with the Manager and the Company agreeing to be bound by the terms, conditions and obligations herein.giving

Replacement of the Escrow Agent. 9.1 10.1 The Company may at willmay, in consultation with the Manager, at any time, replace the Escrow Agent by issuing giving written notice to such effect, and the details of a successor escrow agent, to the Escrow Agent a Communication to such effect countersigned by Agent, provided that the Authorised Representatives of the Manager indicating the person/successor escrow agent appointed by it (“Termination Communication”)has also executed an agreement with the Company and the Manager substantially in the same form as this Agreement. Within 15 1 (fifteenone) Business Days Day of receipt of such Termination Communicationnotice and details, the Escrow Agent shall transfer all the Funds lying amounts outstanding in the Escrow Account or and the Special Escrow Account to the person/successor escrow agent so named agent. 10.2 Subject to what is stated in the Termination Communication from the Company without any demur. Until such transfer of the Funds to the successor Escrow Agentthis Agreement, the Escrow Agent shall continue to act in accordance with this Agreement. 9.2 The Escrow Agent may, at any time, issue written notice of its intention to resign (a “by giving Resignation Notice”) Notice such effect to the Company and the Manager. On receipt of such Communication a Resignation Notice from the Escrow Agent, the Company shall appoint a successor escrow agent in consultation with the Manager shall be appointed as soon as reasonably possible and in any event not exceeding within 30 (thirty) Business Days of receipt of Resignation Notice by the Manager, in accordance with Clause 10.3. 10.3 The Company and the Manager shall make best efforts to decide upon the successor escrow agent, and jointly serve a notice on Escrow Agent mentioning the successor escrow agent within 15 (fifteen) Business Days of the Resignation Notice, failing such notice, the Company shall be escrow agent within 30 (thirty) Business Days from the date of the Resignation NoticeNotice by a unilateral notice to the Escrow Agent with a copy to the Manager. If On the Company is unable to appoint a successor escrow agent within 30 (thirty) Business Days receipt of such notice, and subject to the Company and the Manager shall be entitled to appoint a new having executed an agreement with the successor escrow agentagent substantially in the same form as this Agreement, at the cost of the Company, within 10 (ten) Business Days from the expiry of the aforesaid 30 (thirty) Business Days. 9.3 The resignation of the Escrow Agent will take effect on shall transfer all the date of amounts outstanding in the appointment of a Escrow Account and the Special Account to the successor escrow agent under Xxxxxx 9.2 above (such date being agent. 10.4 Notwithstanding anything to the “Resignation Date”). Until the Resignation Datecontrary, the Escrow Agent shall continue to perform its obligations until the appointment of the successor escrow agent and shall be obliged to act in accordance with upon any written instruction received under this Agreement. Upon resignation, Agreement from the Manager until funds lying the Escrow Agent shall transfer the Funds lying in the Escrow Account/ Special Account and Special Escrow Account are transferred to the successor escrow agent, as a condition precedent to . Provided that the Escrow Agent’s resignation to take effect. 9.4 The resigning Xxxxxx Agent shall continue to be liable for any and all of its past actions and omissions under this Agreement, or the breach of the terms of this Agreement, until such resignation becomes effective. Further, the Escrow Agent that has resigned and shall continue to be bound by the terms of this Agreement and the duties and obligations contained herein until the appointment of substitute a successor escrow agent. 10.5 No compensation or fees paid to the Escrow Agent hereunder will be refundable notwithstand- ing the resignation, and the transfer replacement or other termination of the Funds or other monies held by appointment of the resigning Escrow Agent to the substitute escrow agent. The substitute escrow agent shall enter into an agreement substantially in the form of this Agreement with the Manager and the Company agreeing to be bound by the terms, conditions and obligations hereinfor any reason whatsoever.

Replacement of the Escrow Agent. 9.1 10.1 The Company may at willmay, in consultation with the Manager, at any time, replace the Escrow Agent by issuing giving a written notice to such effect, and the details of a successor escrow agent, to the Escrow Agent a Communication to such effect countersigned by Agent, provided that the Authorised Representatives of the Manager indicating the person/successor escrow agent appointed by it (“Termination Communication”)has also executed an agreement with the Company and the Manager substantially in the same form as this Agreement. Within 15 one (fifteen1) Business Days of receipt of such Termination Communicationnotice and details, the Escrow Agent shall transfer all the Funds lying amounts outstanding in the Escrow Account or and the Special Escrow Account to the person/successor escrow agent so named agent. 10.2 Subject to what is stated in the Termination Communication from the Company without any demur. Until such transfer of the Funds to the successor Escrow Agentthis Agreement, the Escrow Agent shall continue to act in accordance with this Agreement. 9.2 The Escrow Agent may, at any time, issue resign by giving advance written notice of its intention to resign not less than 10 Business Days (a “"Resignation Notice”") to such effect to the Company and the Manager. On receipt of such Communication a Resignation Notice from the Escrow Agent, the Company shall appoint a successor escrow agent in consultation with the Manager shall be appointed as soon as reasonably possible and in any event not exceeding 30 within thirty (thirty30) days of receipt by the Manager of the Resignation Notice, in accordance with Clause 10.3. 10.3 The Company and the Manager shall make best efforts to decide upon the successor escrow agent, and jointly serve a notice on the Escrow Agent mentioning the successor escrow agent within ten (10) Business Days of the Resignation Notice, failing such notice, the Company shall be entitled to appoint any scheduled commercial bank holding "Certification of Registration" as "banker to an issue" in accordance with the Banker to an Issue Regulations as the successor escrow agent within thirty (30) Business Days from the date of the Resignation Notice by a unilateral notice to the Escrow Agent with a copy to the Manager. On the receipt of such notice, and subject to the Company and the Manager having executed an agreement with the successor escrow agent substantially in the same form as this Agreement and be bound by the terms, conditions and obligations herein, the Escrow Agent shall transfer all the amounts outstanding in the Escrow Account and the Special Escrow Account to the successor escrow agent. 10.4 The Escrow Agent shall continue to be responsible for any and all of its actions and omissions until such resignation becomes effective. The Escrow Agent shall continue to perform its obligations until the appointment of the successor escrow agent. If within thirty (30) Business Days from the date of the Resignation Notice. If the Company is unable to appoint , a successor escrow agent within 30 (thirty) Business Days of such notice, the Manager shall be entitled to appoint a new escrow agent, at the cost of the Company, within 10 (ten) Business Days from the expiry of the aforesaid 30 (thirty) Business Days. 9.3 The resignation of the Escrow Agent will take effect on the date of the appointment of a successor escrow agent under Xxxxxx 9.2 above (such date being the “Resignation Date”). Until the Resignation Datehas not been appointed in accordance with Clauses 10.2 and 10.3 above, the Escrow Agent shall continue to act in accordance with this Agreement. Upon resignation, appoint a successor agent itself and transfer all the Escrow Agent shall transfer the Funds lying amounts outstanding in the Escrow Account and the Special Escrow Account to the such successor escrow agent. 10.5 The Manager may terminate this Agreement, as a condition precedent immediately upon written notice to the Escrow Agent’s resignation to take effectBank and the Company if the Manager reasonably determines that it can no longer continue as the merchant banker for the Buyback in accordance with applicable law or professional obligations. 9.4 The resigning Xxxxxx 10.6 Notwithstanding anything contained in this Agreement, the Company and the Manager unconditionally agree and confirm that the Escrow Agent shall continue have the right to exit / resign, at any time, assigning a valid reason, from this Agreement or terminate this Agreement by giving 30 days’ notice in writing to the Company and the Manager. The Parties shall, within the notice period, appoint any other person to perform the functions of the Escrow Agent, failing which Escrow Agent shall not be liable for any and all of its actions and omissions under this Agreement, or the breach post such termination/resignation. Upon expiry of the terms of this Agreement, until such resignation becomes effective. Furtheraforesaid notice period, the Escrow Agent that has resigned shall continue shall, transfer the amount/s lying in the Escrow Account to such account as may be bound designated by the terms of this Agreement and the duties and obligations contained herein until the appointment of substitute escrow agentCompany, and the transfer of the Funds or other monies held by the resigning Escrow Agent to the substitute escrow agent. The substitute escrow agent shall enter into an agreement substantially in the form of stand discharged / released from all its obligations under this Agreement with the Manager and the Company agreeing to be bound by the terms, conditions and obligations hereinAgreement.

Replacement of the Escrow Agent. 9.1 The Company may at willmay, in consultation with the Manager, replace the Escrow Agent by issuing to the Escrow Agent a Communication to such effect countersigned by the Authorised Representatives of the Manager indicating the person/successor escrow agent appointed by it (“Termination Communication”). Within 15 (fifteen) two Business Days of receipt of such Termination Communication, the Escrow Agent shall transfer the Funds lying in the Escrow Account or Special Escrow Account to the person/successor escrow agent so named in the Termination Communication from the Company without any demurCompany. Until such transfer of the Funds to the successor Escrow Agent, the Escrow Agent shall continue to act in accordance with this Agreement and shall continue to be bound by the terms of this Agreement. 9.2 The Escrow Agent may, prior to the Buy-back Opening Date, at any time, issue written notice of its intention to resign (a “Resignation Notice”) to the Company and the Manager. On receipt of such Communication from the Escrow Agent, the Company shall appoint a successor escrow agent in consultation with the Manager as soon as reasonably possible and in any event not exceeding 30 (thirty) Business Days from the date of the Resignation Notice. If the Company is unable to appoint a successor escrow agent within 30 (thirty) Business Days of such notice, the Manager shall be entitled to appoint a new escrow agent, at the cost of the Company, within 10 (ten) Business Days from the expiry of the aforesaid 30 (thirty) Business Days. 9.3 In the event the Escrow Agent is expected to resign due to an order passed by a court of competent jurisdiction or a resolution is passed for the winding-up, dissolution, liquidation or administration of the Escrow Agent, force majeure or any other event not in the control of the Escrow Agent, the Company shall appoint a substitute escrow agent, in consultation with the Manager. The erstwhile Escrow Agent shall continue to be liable for their duties and obligations contained herein until the appointment of substitute escrow agent, and the transfer of the Escrow Amount or amount lying to the credit of the Special Account or other monies lying to the credit of the Escrow Account or Special Account. Such termination shall be effected by prior written notice of not less than 2 (two) Business Days, and shall come into effect only on the transfer of the amounts standing to the credit of the Escrow Account and Special Account to the substitute escrow agent. The substitute escrow agent shall enter into an agreement, substantially in the form of this Agreement with the Company and the Manager. 9.4 If within 40 (forty) Business Days from the date of the Resignation Notice, a successor escrow agent has not been appointed in accordance with Clause 9.2 above, the Escrow Agent may, at the cost of the Company: (a) appoint a successor escrow agent itself and transfer all of Funds lying in the Escrow Account to such successor escrow agent; or (b) petition a court of competent jurisdiction to appoint a successor escrow agent or otherwise direct the Escrow Agent in any way in relation to the Funds lying in the Escrow Account. The Escrow Agent will send a written notice to the Manager and the Company of the actions taken by the Escrow Agent pursuant to Clause 9.3. 9.5 The resignation of the Escrow Agent will take effect on the earlier of: (a) the date of on which all Funds lying in the Escrow Account have been transferred to the new escrow account following the appointment of a successor escrow agent under Xxxxxx Clause 9.2 or Clause 9.4(a) above; or (b) the date on which all Funds lying in the Escrow Account have been transferred to the new escrow account following an order of a court of competent jurisdiction under Clause 9.4(b) above (such date being the “Resignation Date”). Until the Resignation Date, the Escrow Agent shall continue to act in accordance with this Agreement. Upon resignation, the Escrow Agent shall transfer the Funds lying in the Escrow Account and Special Escrow Account to the successor escrow agentagent in accordance with Clause 9.3 or to the court of competent jurisdiction or otherwise in accordance with the order of a court of competent jurisdiction, as applicable, as a condition precedent to the Escrow Agent’s resignation to take effect. 9.4 The resigning Xxxxxx Agent shall continue 9.6 On completion of the transfer of the Funds lying in the Escrow Account to be liable for any and all the successor escrow agent or to the court of its actions and omissions under this Agreement, competent jurisdiction or otherwise in accordance with the breach order of a court of competent jurisdiction in accordance with the terms of this Agreement, until such resignation becomes effective. Further, the Escrow Agent that has resigned shall continue to be bound by the terms of fully discharged from all further obligations in connection with this Agreement Agreement. 9.7 The Company and the duties and obligations contained herein until Manager shall co-operate to ensure that the appointment of substitute escrow agent, and the transfer of Manager has control over the Funds or other monies held by lying in the resigning Escrow Account while the Escrow Agent to the substitute escrow agent. The substitute escrow agent shall enter into an agreement substantially is being replaced in the form of accordance with this Agreement with the Manager and the Company agreeing to be bound by the terms, conditions and obligations hereinClause 9.