Common use of Escrow Agent’s Resignation Clause in Contracts

Escrow Agent’s Resignation. Escrow Agent may unilaterally resign by giving written notice to Issuer, whereupon Issuer may appoint a successor escrow agent. No such resignation shall be effective, however, until a successor escrow agent appointed in accordance with this Section 9.c accepts such appointment in accordance with Section 9.d below and the Escrow Amount has been delivered to an account or accounts designated by the successor escrow agent in a manner reasonably acceptable to the successor escrow agent and the Issuer, or until another disposition of the subject matter has been agreed upon by the parties. If Issuer does not appoint a successor escrow agent or any such successor escrow agent shall have failed to accept its appointment and delivery of the Escrow Amount thirty (30) days after such notice of resignation is given to the Issuer, the Escrow Agent may, upon ten (10) Business Days’ notice to the Issuer, appoint a successor, provided that such successor accepts such appointment and delivery of the Escrow Amount in accordance with this Section 9.c and Section 9.d below and is reasonably acceptable to the Issuer. Notwithstanding the foregoing, Escrow Agent shall at all times have a duty to keep the subject matter whole.