Common use of Substitution of Escrow Agent Clause in Contracts

Substitution of Escrow Agent. (i) The Company shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of thirty (30) days following delivery of written notice of substitution to Escrow Agent and the Trustee. Upon selection of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities maintained by Escrow Agent hereunder and copies of all books, records, plans and other documents in Escrow Agent's possession relating to such funds or Marketable Securities or this Agreement. (ii) Escrow Agent, or any substitute escrow agent, may at any time resign and be discharged of its duties and obligations under this Agreement by giving at least thirty days' notice to the Company and the Trustee. The Company shall appoint an Acceptable Replacement Escrow Agent or substitute escrow agent within such thirty day period. (iii) If the Company fails to appoint a substitute escrow agent as required under paragraph (ii) above, Escrow Agent shall deliver all assets held in the Escrow Account to an Acceptable Replacement Escrow Agent of either its choosing or as appointed by a court upon application therefor. (iv) Escrow Agent shall be discharged from any further duties under this Agreement upon its transfer of the assets held in the Escrow Account to an Acceptable Replacement Escrow Agent.

Substitution of Escrow Agent. (i) 1. The Company shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of thirty (30) days following delivery of written notice of substitution to Escrow Agent Agent, the Reporting Accountant and the Trustee. Upon selection of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities maintained by Escrow Agent hereunder and copies of all books, records, plans and other documents in Escrow Agent's possession relating to such funds or Marketable Securities or this Agreement. (ii) 2. Escrow Agent, or any substitute escrow agent, may at any time resign and be discharged of its duties and obligations under this Agreement by giving at least thirty days' notice to the Company and the Trustee. The Company shall appoint an Acceptable Replacement Escrow Agent or substitute escrow agent within such thirty day period. (iii) 3. If the Company fails to appoint a substitute escrow agent as required under paragraph (ii) above, Escrow Agent shall deliver all assets held in the Escrow Account to an Acceptable Replacement Escrow Agent of either its choosing or as appointed by a court upon application therefor. (iv) 4. Escrow Agent shall be discharged from any further duties under this Agreement upon its transfer of the assets held in the Escrow Account to an Acceptable Replacement Escrow Agent.

Substitution of Escrow Agent. (i) The Company shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of thirty (30) days following delivery of may resign by giving no less than 30 days’ prior written notice of substitution to the Escrow Agent Issuer and the Trustee. Upon selection Such resignation shall take effect upon the later to occur of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, (i) delivery of all Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities Funds 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 or Marketable Securities the Escrow Funds 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 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 Escrow AgentIssuer, the Trustee and such successor escrow agent entering into this Agreement or any substitute escrow agent, may at any time resign written successor agreement no less favorable to the interests of the Holders of the Notes and the Trustee than this Agreement. The Escrow Agent shall thereupon be discharged of its duties and all obligations under this Agreement by giving at least thirty days' and shall have no further duties, obligations or responsibilities in connection herewith. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 days after notice of resignation is given to the Company Escrow Issuer and the Trustee. The Company shall appoint an Acceptable Replacement , the Escrow Agent or substitute may apply at the expense of the Escrow Issuer to a court of competent jurisdiction for the appointment of a successor escrow agent. No appointed successor escrow agent within such thirty day period. (iii) If shall be deemed to be an agent of Escrow Agent. Any entity into which the Company fails to appoint a substitute escrow agent as required under paragraph (ii) above, Escrow Agent shall deliver may be converted or merged, or with which it may be consolidated, or to which it may sell all assets held in or substantially all of its escrow business will automatically become the Escrow Account to an Acceptable Replacement successor Escrow Agent of either its choosing or as appointed by a court upon application therefor. (iv) Escrow Agent shall be discharged from any further duties under this Agreement upon its transfer of the assets held in the Escrow Account to an Acceptable Replacement Escrow AgentAgreement.

Substitution of Escrow Agent. (i) The Company shall have the right to cause Escrow Agent may resign by giving no less than 30 days’ prior written notice to be relieved the Escrow Borrower and the Escrow Administrative Agent and, after the date of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement 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, upon Escrow Agent may be removed at any time by the expiration of Escrow Borrower and the Escrow Administrative Agent giving at least thirty (30) days following delivery of prior written notice of substitution to Escrow Agent and specifying the Trusteedate when such removal shall take effect. Upon selection Such resignation or removal shall take effect upon the later to occur of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved (i) delivery of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities Escrowed Property 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 or Marketable Securities funds, or this Agreement. , in each case to a successor escrow agent mutually approved by the Escrow Borrower and the Escrow Administrative Agent (which approvals shall not be unreasonably withheld or delayed) and (ii) the Escrow AgentBorrower, the Escrow Administrative Agent and such successor escrow agent entering into this Agreement or any substitute escrow agent, may at any time resign written successor agreement no less favorable to the interests of the Escrow Administrative Agent and the Escrow Lenders than this Agreement. The Escrow Agent shall thereupon be discharged of its duties and all obligations under this Agreement by giving at least thirty days' notice and shall have no further duties, obligations or responsibilities in connection herewith, except to the Company and limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 days after notice of resignation is given to the Trustee. The Company shall appoint an Acceptable Replacement Escrow Borrower, the Escrow Agent or substitute escrow agent within such thirty day period. (iii) If the Company fails to appoint a substitute escrow agent as required under paragraph (ii) abovemay apply, Escrow Agent shall deliver all assets held in at the Escrow Account Borrower’s cost, to an Acceptable Replacement Escrow Agent of either its choosing or as appointed by a court upon application thereforof competent jurisdiction for the appointment of a successor escrow agent. (iv) Escrow Agent shall be discharged from any further duties under this Agreement upon its transfer of the assets held in the Escrow Account to an Acceptable Replacement Escrow Agent.

Substitution of Escrow Agent. Escrow Agent may resign by giving ---------------------------- no less than 15 Business Days prior written notice to the Company and Trustee. Such resignation shall take effect upon the later to occur of (i) The Company shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of thirty (30) days following delivery of written notice of substitution to all Escrow Agent and the Trustee. Upon selection of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities Funds maintained by Escrow Agent hereunder and copies of all books, records, plans and other documents in Escrow Agent's possession relating to such funds Escrow Funds, the Pledged Securities or Marketable any U.S. Government Securities or this Agreement. Agreement to a successor escrow agent mutually approved by the Company and 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) Escrow Agentthe Company, Trustee and such successor escrow agent entering into this Agreement or any substitute escrow agent, may at any time resign written successor agreement no less favorable to the interests of the holders of the Securities and Trustee than this Agreement; and Escrow Agent shall thereupon be discharged of its duties and all obligations under this Agreement by giving at least thirty days' and shall have no further duties, obligations or responsibilities in connection herewith, except as set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 20 Business Days after Escrow Agent has given notice of resignation to the Company and the Trustee. The Company shall appoint an Acceptable Replacement Escrow Agent or substitute escrow agent within such thirty day period. (iii) If the Company fails to appoint a substitute escrow agent as required under paragraph (ii) aboveCompany, Escrow Agent shall deliver all assets held in may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. Any corporation or association into which the Escrow Account Agent may be merged or with which it may be consolidated, or any corporation or association resulting from any merger or consolidation to an Acceptable Replacement Escrow Agent of either its choosing or as appointed by a court upon application therefor. (iv) which the Escrow Agent shall be discharged from a party, or any further duties under this Agreement upon its transfer corporation or association succeeding to the business of the assets held 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 Escrow Account to an Acceptable Replacement Escrow AgentCollateral.

Substitution of Escrow Agent. (i) The Company shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of x) may resign by giving no less than thirty (30) days following 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 written notice of substitution to Escrow Agent and the Trustee. Upon selection of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities 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 ’s possession relating to such funds or Marketable Securities 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 AgentIssuer, the Trustee and such successor escrow agent entering into this Agreement or any substitute escrow agent, may at written successor agreement no less favorable in any time resign and material respect to the interests of the Trustee than this Agreement. The Escrow Agent shall thereupon be discharged of its duties and all obligations under this Agreement by giving at least thirty days' notice and shall have no further duties, obligations or responsibilities in connection herewith, except to the Company and 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 Trustee. The Company shall appoint an Acceptable Replacement Escrow Agent or substitute escrow agent within such thirty day period. (iii) If the Company fails may apply to appoint a substitute escrow agent as required under paragraph (ii) above, Escrow Agent shall deliver all assets held in the Escrow Account to an Acceptable Replacement Escrow Agent of either its choosing or as appointed by a court upon application thereforof competent jurisdiction for the appointment of a successor escrow agent. (iv) Escrow Agent shall be discharged from any further duties under this Agreement upon its transfer of the assets held in the Escrow Account to an Acceptable Replacement Escrow Agent.

Substitution of Escrow Agent. (i) The Company Issuers shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of thirty (30) 30 days following delivery of written notice of substitution to Escrow Agent and the Trustee. Upon selection of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities maintained by assets held in the Escrow Agent hereunder Account and copies of all books, records, plans and other documents in Escrow Agent's possession relating to such funds or Marketable Securities assets or this Agreement. (ii) Escrow Agent, or any substitute escrow agent, may at any time resign and be discharged of its duties and obligations under this Agreement by giving at least thirty 30 days' notice to the Company Issuers and the Trustee. The Company Issuers shall appoint a substitute escrow agent (provided such substitute escrow agent shall be an Acceptable Replacement Escrow Agent or Agent) within such 30 day period and such substitute escrow agent within such thirty day periodand the parties hereto (other than the resigning Escrow Agent) shall enter into an agreement substantially identical to this Agreement. (iii) If the Company fails Issuers fail to appoint a substitute escrow agent as required under paragraph (ii) above, Escrow Agent shall deliver all assets held in the Escrow Account Accounts and copies of all books, records, plans and other documents in the Escrow Agent's possession relating to such assets or this Agreement to a substitute escrow agent (provided such substitute escrow agent shall be an Acceptable Replacement Escrow Agent Agent) of either its choosing or as appointed by a court upon application therefor. (iv) Escrow Agent shall be discharged from any further duties under this Agreement upon its transfer of the assets held in the Escrow Account Accounts and copies of all books, records, plans and other documents in the Escrow Agent's possession relating to such assets or this Agreement to an Acceptable Replacement Escrow Agent.

Substitution of Escrow Agent. (iix) The Company shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of thirty (30) days following delivery of written notice of substitution to Escrow Agent and the Trustee. Upon selection of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable U.S. Government Securities maintained by Escrow Agent hereunder and copies of all books, records, plans and other documents in Escrow Agent's possession relating to such funds or Marketable U.S. Government Securities or this Agreement. (iix) Escrow Agent, or any substitute escrow agent, may at any time resign and be discharged of its duties and obligations under this Agreement by giving at least thirty sixty (60) days' notice to the Company and the Trustee. The Company shall appoint an Acceptable Replacement Escrow Agent or substitute escrow agent within such thirty sixty day period. (iiixi) If the Company fails to appoint a substitute escrow agent as required under paragraph (ii) above, Escrow Agent shall deliver all assets held in the Escrow Account to an Acceptable Replacement Escrow Agent of either its choosing or as appointed by a court upon application therefor, or to a court as directed. (ivxii) Escrow Agent shall be discharged from any further duties under this Agreement upon its transfer of the assets held in the Escrow Account to an Acceptable Replacement Escrow Agent.

Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 days’ prior written notice to the Borrower and the Collateral Agent. Such resignation shall take effect upon the later to occur of (i) The Company shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of thirty (30) days following delivery of written notice of substitution to all Escrow Agent and the Trustee. Upon selection of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities Property 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 or Marketable Securities funds, or this Agreement. , in each case to a successor escrow agent mutually approved by the Borrower and the Collateral Agent (which approvals shall not be unreasonably withheld or delayed) and (ii) Escrow Agentthe Borrower, the Agents and such successor escrow agent entering into this Agreement or any substitute escrow agent, may at any time resign written successor agreement no less favorable to the interests of the Agents and the Lenders than this Agreement. The Escrow Agent shall thereupon be discharged of its duties and all obligations under this Agreement by giving at least thirty days' notice and shall have no further duties, obligations or responsibilities in connection herewith, except to the Company and limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 days after notice of resignation is given to the TrusteeBorrower, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. The Company shall appoint an Acceptable Replacement costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent or substitute escrow agent within is connection with such thirty day period. (iii) If the Company fails to appoint a substitute escrow agent as required under paragraph (ii) above, Escrow Agent shall deliver all assets held in the Escrow Account to an Acceptable Replacement Escrow Agent of either its choosing or as appointed by a court upon application therefor. (iv) Escrow Agent proceedings shall be discharged from any further duties under this Agreement upon its transfer of paid by, and be deemed an obligation of, the assets held in the Escrow Account to an Acceptable Replacement Escrow AgentBorrower.

Substitution of Escrow Agent. (i) The Company shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of thirty (30) days following delivery of written notice of substitution to Escrow Agent and the Trustee. Upon selection of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities Temporary Cash Investments maintained by Escrow Agent hereunder and copies of all books, records, plans and other documents in Escrow Agent's possession relating to such funds or Marketable Securities Temporary Cash Investments or this Agreement. (ii) Escrow Agent, or any substitute escrow agent, may at any time resign and be discharged of its duties and obligations under this Agreement by giving at least thirty (30) days' notice to the Company and the Trustee. The Company shall appoint an Acceptable Replacement Escrow Agent or as substitute escrow agent within prior to the effective date of such thirty day periodresignation. (iii) If the Company fails to appoint a substitute escrow agent as required under paragraph (ii) above, Escrow Agent shall deliver all assets held in the Escrow Account to an Acceptable Replacement Escrow Agent of either its choosing or as appointed by a court upon application therefor, or to a court as directed. (iv) Escrow Agent shall be discharged from any further duties under this Agreement upon its transfer of the assets held in the Escrow Account to an Acceptable Replacement Escrow Agent.

Substitution of Escrow Agent. (i) i. The Company Issuers shall have the right to cause Escrow Agent to be relieved of its duties hereunder and to select a substitute escrow agent to serve hereunder (provided such substitute escrow agent is an Acceptable Replacement Escrow Agent), upon the expiration of thirty (30) 30 days following delivery of written notice of substitution to Escrow Agent and the Trustee. Upon selection of such substitute escrow agent, such substitute escrow agent and the parties hereto other than the substituted escrow agent shall enter into an agreement substantially identical to this Agreement and, thereafter, Escrow Agent shall be relieved of its duties and obligations to perform hereunder, except that Escrow Agent shall transfer to the substitute escrow agent upon request therefor all funds and Marketable Securities maintained by assets held in the Escrow Agent hereunder Account and copies of all books, records, plans and other documents in Escrow Agent's possession relating to such funds or Marketable Securities assets or this Agreement. (ii) . Escrow Agent, or any substitute escrow agent, may at any time resign and be discharged of its duties and obligations under this Agreement by giving at least thirty 30 days' notice to the Company Issuers and the Trustee. The Company Issuers shall appoint a substitute escrow agent (provided such substitute escrow agent shall be an Acceptable Replacement Escrow Agent or Agent) within such 30 day period and such substitute escrow agent within such thirty day periodand the parties hereto (other than the resigning Escrow Agent) shall enter into an agreement substantially identical to this Agreement. (iii) . If the Company fails Issuers fail to appoint a substitute escrow agent as required under paragraph (ii) above, Escrow Agent shall deliver all assets held in the Escrow Account and copies of all books, records, plans and other documents in the Escrow Agent's possession relating to such assets or this Agreement to a substitute escrow agent (provided such substitute escrow agent shall be an Acceptable Replacement Escrow Agent Agent) of either its choosing or as appointed by a court upon application therefor. (iv) . Escrow Agent shall be discharged from any further duties under this Agreement upon its transfer of the assets held in the Escrow Account and copies of all books, records, plans and other documents in the Escrow Agent's possession relating to such assets or this Agreement to an Acceptable Replacement Escrow Agent.