Common use of Resignation of Escrow Agent Clause in Contracts

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to Parent, the Holders and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ prior written notice to ParentXxxxxxxx HoldCo, the Holders HFS, and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds Escrowed Securities to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Escrowed Securities and shall pay transfer all Escrow Funds Escrowed Securities to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all reasonable and documented fees, costs and out-of-pocket expenses (including court costs and expenses and reasonable outside attorneys' ’ fees) or any other amount payable to, incurred by, to or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ 30 days prior written notice to ParentDeveloper and County, or may be removed, with or without cause, by the Holders and Developer with the Representatives specifying written consent of the date when such County, at any time by the giving of 30 days prior written notice to Escrow Agent. Such resignation shall or removal will take effecteffect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignationresignation or removal, Developer, with the Representatives shall jointly issue to written approval of the County, will appoint a successor Escrow Agent hereunder, which will be the County Treasurer, a Joint Written Direction authorizing redelivery commercial bank, trust company, or other financial institution or other title company or agency. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent will thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent will be discharged from its duties and obligations under this Agreement, but will not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Agreement shall will inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation In the event of resignation or removal of the Escrow Agent as outlined above, such retiring Escrow Agent will reasonably cooperate with the successor Escrow Agent in transitioning any remaining portion of the Funds, documents or other entity into which Escrow Agent may be merged information or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party heretomaterial pertaining thereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ prior written notice to Parent, the Holders Issuer and the Representatives Investor specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Representatives Investor shall jointly issue to the Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds Assets to a bank or trust company that has been retained as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Assets and shall pay all Escrow Funds Assets to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and reasonable outside attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Xxxxxx Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of the Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be the Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent, or any successor, may resign as Escrow Agent may resign hereunder by giving 30 days' written notice thereof to the Company Stockholder and Parent by registered or certified mail. Such resignation shall become effective following such written notice upon the earlier of the appointment by Parent and the Company Stockholder of a successor escrow agent that accepts the appointment and agrees to be discharged from bound by the performance provisions of its an agreement substantially similar to this Escrow Agreement or the expiration of 30 days thereafter. Upon the effectiveness of such resignation, all duties hereunder at any time of the Escrow Agent so resigning shall cease, other than the duty to account in accordance with Article VIII. The Company Stockholder and Parent shall have the right to terminate the appointment of the Escrow Agent hereunder by giving ten (10) days’ prior written notice thereof to Parentthe Escrow Agent, the Holders and the Representatives specifying the date when upon which such resignation termination shall take effect. Upon any A condition precedent to such notice termination shall be the designation of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies selected by Parent and the Company Stockholder, that has accepted the appointment and agreed to be bound by the provisions of an escrow agreement substantially similar to this Escrow Agreement. In event of such records as termination, the retiring Escrow Agent deems advisable shall turn over and after deduction deliver to such successor escrow agent the Escrow Fund, and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties sums and the exercise records and instruments held by it under this Escrow Agreement and render the accounting required by Article VIII. Notwithstanding the appointment of its rights hereunder. After any retiring Escrow Agent’s resignationa successor escrow agent, the provisions of this Agreement Article XVI shall inure govern with respect to its benefit as Parent's liability for any fees incurred with respect to the administration of the Escrow Fund or charged by any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party heretoagent.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Purchaser and the Representatives Seller Parties specifying the a date when such resignation shall take effect. Upon any such notice of resignation, Purchaser and the Representatives Seller Parties jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. If Purchaser and the Seller Parties fail to appoint a successor Escrow Agent within such time, Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation attorneys’ fees) related to such petition shall be paid jointly and severally by Purchaser and the Seller Parties. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including without limitation court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be ------------------------------ discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Charleston and the Representatives Issuer specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Charleston and Issuer jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after payment by Issuer or deduction and payment from Escrow Funds (to the retiring Escrow Agent extent of Issuer's rights therein) of all fees, costs fees and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s 's resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow 's corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to iPrint and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days’ ' prior written notice to Parent, the Holders and the Representatives specifying the date when such Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignationresignation or removal, iPrint and the Representatives Shareholders' Representative mutually shall jointly issue to agree upon and appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignation's resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders User and the Representatives Contractor specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ Business Days prior written notice to Parent, the Holders and the Representatives each Representative specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice to Parent, the Holders and the Representatives specifying the date when of such resignation shall take effectto W&T and BEEOO. Upon any such notice, a successor escrow agent shall be appointed by W&T and BEEOO, who shall provide written notice of resignation, such to the Representatives resigning Escrow Agent. Such successor escrow agent shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of become the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior upon the resignation or removal date specified in such notice. If W&T and BEEOO are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the effective date Escrow Agent may, in its sole discretion, apply to a court of such resignationcompetent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The retiring costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall transmit all records pertaining to be paid jointly by W&T and BEEOO. Upon receipt of the Escrow Funds and shall pay all Escrow Funds to identity of the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all feesAgent, less the Escrow Agent’s costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 7, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ prior written notice to Parent, the Holders and the Representatives Parties specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Parties shall jointly issue to the Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds Assets to a bank or trust company that has been retained as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Assets and shall pay all Escrow Funds Assets to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred in accordance with Section 10 hereof by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of the Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be the Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Upon not less than twenty (20) calendar days’ written notice to Buyer and Seller of its intention to resign under this Escrow Agreement, the Escrow Agent may resign as escrow agent hereunder and shall thereafter be discharged from the performance of its all duties hereunder at any time by giving ten (10) days’ prior written notice to Parent, the Holders and the Representatives specifying the date when such obligations hereunder. Such resignation shall take effect. Upon any such notice of resignation, effect upon receipt by the Representatives shall jointly issue to Escrow Agent of an instrument of acceptance executed by a Joint Written Direction authorizing redelivery successor escrow agent (which successor may be selected by the Escrow Agent with the approval of Parent, which approval shall not be unreasonably withheld, and shall have all other rights of and be deemed to be the Escrow Agent hereunder for all purposes hereof) and upon delivery by the Escrow Agent to such successor of the Escrow Funds to Shares. If a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies agent is not appointed within twenty (20) calendar days of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity petition a court of competent jurisdiction to which all or appoint a majority of all of successor escrow agent. The Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, sole responsibility after such twenty (20) day notice period expires shall be to hold the Escrow Agent under this Agreement without further act Shares in safe keeping and to deliver the same to a designated substitute escrow agent, if any, or consent in accordance with the directions of any party heretoa final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ days prior written notice to Parent, the Holders Managing Dealer and the Representatives Company specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Managing Dealer and Company jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Escrowed Funds and shall pay all Escrow Escrowed Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after payment by Company or deduction and payment from Escrowed Funds (to the retiring Escrow Agent extent of Company’s rights therein) of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to the Company and Dalmore. The Company and Dalmore may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to Parentthe Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company and Dalmore, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company and Dalmore are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The reasonable and actual out-of-pocket costs and expenses (including its reasonable, third party attorneys’ fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectCompany. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent’s fees, costs and expenses (including court costs or other obligations owed to the Escrow Agent. Upon its resignation and expenses and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 6, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to the Company and the Trustee. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to Parentthe Escrow Agent along with payment of fees and expenses to which the Escrow Agent is entitled through the date of removal. Upon such notice, a successor escrow agent shall be appointed by the Company, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company does not designate a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ reasonable fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectCompany. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent. Upon its resignation and delivery of the Escrow Property as set forth in this Section 7, the Escrow Agent shall be discharged of and from any and all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign its position and be discharged from all further duties and liabilities under this Escrow Agreement by giving to Xxxxxx and Somai at least 10 Business Days’ notice in writing. In the event of the Escrow Agent providing notice of resignation, Xxxxxx and Xxxxx shall forthwith appoint a new Escrow Agent which shall execute, acknowledge and deliver to each of the parties hereto, including the retiring Escrow Agent, an instrument accepting such appointment and thereupon such new Escrow Agent, without any further act, deed, conveyance or transfer, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Escrow Agent with like effect as if originally named as Escrow Agent in this Escrow Agreement. The retiring Escrow Agent shall deliver to the new Escrow Agent the Escrowed Funds and such other documents and information relating to the performance of its duties hereunder at any time which may then be in its possession and which may be requested by giving ten (10) days’ prior written notice to Parentthe new Escrow Agent. Further, the Holders parties hereto shall execute and the Representatives specifying the date when deliver such resignation further documents and shall take effect. Upon any do such notice of resignation, the Representatives shall jointly issue to other things as may reasonably be required for more fully and certainly vesting and confirming in such new Escrow Agent a Joint Written Direction authorizing redelivery all such rights, powers, trusts, duties and obligations of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable hereunder. In the event that Xxxxxx and after deduction and payment Xxxxx are unable to the retiring agree on a replacement Escrow Agent within the aforesaid notice period, the replacement Escrow Agent will be selected by a single arbitrator under the provisions of all fees, costs the Arbitration Act (British Columbia) and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected this Escrow Agreement will be deemed to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundera submission thereto. After any retiring The Escrow Agent’s resignation, resignation will take effect on the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was date upon which such new Escrow Agent under executes an instrument accepting such appointment as provided in this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the performance of its duties hereunder at any time escrow hereby created by giving ten not less than thirty (1030) days’ prior days advance written notice to Parent, the Holders Issuer and by causing notice thereof to be mailed to each registered owner of the Representatives Refunded Bonds specifying the date when such resignation will take effect, at least once not less than thirty (30) days before such resignation is to take effect, but no such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to effect unless a successor Escrow Agent a Joint Written Direction authorizing redelivery shall have been appointed by the holders of the Refunded Bonds or by the Issuer or otherwise as hereinafter provided and such successor Escrow Funds Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent, and the transfer to a bank or trust company that has been retained such successor Escrow Agent of the funds and accounts held by the Escrow Agent hereunder. If the Escrow Agent resigns as successor provided above, it shall return to the Issuer the unearned portion of the fees paid to the Escrow Agent. The unearned portion of the fees shall be equal to the product of multiplying the total fee provided in Section 3.02 hereof by the faction the numerator of which is the total number of disbursements required to be made hereunder from the date of such resignation to the redemption of the Refunded Bonds, and the denominator of which is the total number of disbursements required to be made by the Escrow Agent hereunder prior to during the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions entire term of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may may, in its sole discretion, resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ ' prior written notice of such resignation to the Company and the Dealer Manager. The Company and the Dealer Manager may remove the Escrow Agent at any time by giving thirty (30) calendar days' prior written notice to Parentthe Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company and the Dealer Manager who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company and the Dealer Manager are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys' fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectCompany. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 9, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) days’ written notice to Buyer and Sellers’ Representative; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: Buyer and Sellers’ Representative shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If Buyer and Sellers’ Representative fail to agree upon a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. The Escrow Agent shall be discharged from any further duties and liability under this Escrow Agreement upon the performance execution and delivery to the Parties of its duties hereunder at any time such instrument by giving ten (10) days’ prior written notice to Parent, the Holders successor escrow agent and the Representatives specifying the date when such resignation shall take effect. Upon any such notice transfer of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining documents and funds related to the Escrow Funds and shall pay all Escrow Funds Account to the successor escrow agent, after making copies of such records as . AUTOMATIC SUCCESSION Any company into which the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be is merged or converted or with which it may be merged or is consolidated, or any other entity company to which all or whom the Escrow Agent transfers a majority substantial amount of all of its Global Escrow Agent’s escrow business may be transferred by sale of assets or otherwisebusiness, shall be the successor to the Escrow Agent under this Agreement hereunder without the execution or filing of any paper or any further act or consent on the part of any party heretoof the Parties, provided that the Escrow Agent shall provide written notice to Buyer and Sellers’ Representative of such succession within a reasonable period of time of the consummation of such succession.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ ' prior written notice of such resignation to the Purchaser and the Seller. The Purchaser and the Seller may remove the Escrow Agent at any time by giving thirty (30) calendar days' prior written notice to Parentthe Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Purchaser and the Seller, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Purchaser and the Seller are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys' fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectPurchaser. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 9, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent, or any successor, may resign as Escrow Agent may resign hereunder by giving 30 days' written notice thereof to the Stockholders and Parent by registered or certified mail. Such resignation shall become effective following such written notice upon the earlier of the appointment by Parent and the Stockholders of a successor escrow agent, jointly designated by the other parties hereto in writing, that accepts the appointment and agrees to be discharged from bound by the performance provisions of its an agreement substantially similar to this Escrow Agreement or the expiration of 30 days thereafter. Upon the effectiveness of such resignation, all duties hereunder of the Escrow Agent so resigning shall cease. If at any that time Escrow Agent has not received a designation of a successor Escrow Agent, Escrow Agent's sole responsibility after that time shall be to retain and safeguard the Escrow Fund until receipt of a designation of successor Escrow Agent, a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction. The Stockholders and Parent shall have the right to terminate the appointment of the Escrow Agent hereunder by giving ten (10) days’ prior written notice thereof to Parentthe Escrow Agent, the Holders and the Representatives specifying the date when upon which such resignation termination shall take effect. Upon any A condition precedent to such notice termination shall be the designation of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies selected by Parent and the Stockholders, that has accepted the appointment. In the event of such records as termination, the retiring Escrow Agent deems advisable shall deliver to such successor escrow agent the Escrow Fund, and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties sums and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken records and instruments held by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ ' prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days' prior written notice to Parent, the Holders and the Representatives specifying the date when such resignation shall take effectEscrow Agent. Upon any such notice of resignationnotice, a successor escrow agent shall be appointed by the Representatives Company that shall jointly issue to Escrow Agent be a Joint Written Direction authorizing redelivery of the Escrow Funds to a commercial bank or trust company that has been retained as successor to or other entity of good reputation and reasonably capable of performing the services of the Escrow Agent hereunder prior hereunder, who shall provide written notice of such to the effective resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to or fails to appoint a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of such resignationcompetent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The retiring costs and expenses (including its attorneys' fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall transmit all records pertaining to be paid by the Escrow Funds and shall pay all Escrow Funds to Company. Upon receipt of the identity of the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 7, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders and the Representatives specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall continue to serve (notwithstanding any resignation date provided in the resignation notice) until the successor escrow agent accepts the Escrow and receives the Escrow Funds. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority substantially all of all the escrow business of Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be Escrow Agent under this Escrow Agreement without further act or consent act. The Representatives may, by mutual agreement at any time, remove Escrow Agent as escrow agent hereunder, and substitute a different escrow agent, in which event, upon receipt of written notice thereof and payment of any party heretoaccrued but unpaid fees due hereunder, Escrow Agent shall account for and deliver to such successor escrow agent the Escrow Funds and all other amounts held by it hereunder, and Escrow Agent shall thereupon be discharged from all further obligations under or in relation to this Escrow Agreement.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Digital Fusion and the Representatives Summit specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s 's resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow 's corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to ParentDepositor, the Holders Recipient, and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds Property to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Property and shall pay all Escrow Funds Property to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to Parent and Buyer. Parent and Buyer may jointly remove the Escrow Agent or any successor escrow agent at any time by giving thirty (30) calendar days’ prior written notice to Parentthe Escrow Agent or successor escrow agent, as the case may be. Upon such notice, a successor escrow agent shall be appointed by Parent and Buyer, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If Parent and Buyer are unable to agree upon a successor escrow agent within thirty (30) days after a decision to remove the Escrow Agent or a resignation by the Escrow Agent, the Holders Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The customary costs and expenses (including its attorneys’ fees and expenses) incurred by the Representatives specifying the date when Escrow Agent in connection with such resignation proceeding shall take effectbe paid equally by Parent and Buyer. Upon any such notice receipt of resignationthe identity of the successor escrow agent, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to either deliver the Escrow Funds and shall pay all Escrow Funds Property then held hereunder to the successor escrow agent, after making copies of such records as less the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 7, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties Escrow Property or this Agreement other than with respect to Sections 8 and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions 9 of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Placement Agent and the Representatives Company specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Placement Agent and Sellers jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay transfer all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after payment by the Company or deduction and payment from Escrow Funds (to the retiring Escrow Agent extent of the Company’s rights therein) of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to the Company and Rialto. The Company and Rialto may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to Parentthe Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company and Rialto, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company and Rialto are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectCompany. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent’s fees, costs and expenses (including court costs or other obligations owed to the Escrow Agent. Upon its resignation and expenses and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 6, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent Agent, and any successor Escrow Agent, may resign and be discharged from the performance of its duties hereunder at any time as Escrow Agent by giving ten at least (1030) days’ prior calendar days written notice to ParentNFN and NEXTLINK. Upon such resignation and the appointment of a successor Escrow Agent, the Holders and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring resigning Escrow Agent shall transmit be absolved from any and all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent liability in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring powers and duties as Escrow Agent’s resignation. Upon their receipt of notice of resignation from the Escrow Agent, NEXTLINK and NFN shall use their best efforts jointly to designate a successor Escrow Agent. In the event NEXTLINK and NFN do not agree upon a successor Escrow Agent within thirty (30) calendar days after the receipt by NEXTLINK and NFN of such notice, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under so resigning may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief, including delivery of any assets to a court in an interpleader action, and any such resulting appointment shall be binding upon all parties to this Agreement. Any corporation or other entity into which By mutual agreement, NEXTLINK and NFN shall have the right at any time upon not less than seven (7) calendar days written notice to terminate their appointment of the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of successor Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be as Escrow Agent. The Escrow Agent under or successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent; provided Escrow Agent shall have the right to interplead the Escrow Deposit as provided in this Agreement without further act or consent Agreement, if NEXTLINK and NFN do not jointly appoint a successor escrow agent within 30 days after Escrow Agent's receipt of any party heretosuch notice.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to Parent, the Holders Company and the Representatives Underwriter specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Underwriter shall jointly issue to Escrow Agent a Joint Written Direction direction authorizing redelivery of the Escrow Escrowed Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ prior written notice to Parent, the Holders and the Representatives Parties specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Parties shall jointly issue to the Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds Assets to a bank or trust company that has been retained as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Assets and shall pay all Escrow Funds Assets to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred in accordance with Section 10 hereof by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Xxxxxx Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of the Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be the Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to Parentthe Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectCompany. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 9, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ calendar days prior written notice of such resignation to Parentthe Company and the Administrative Agent. Upon such notice, a successor escrow agent shall be appointed by the Company and the Administrative Agent, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation specified in such notice. If the Company and the Administrative Agent are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Administrative Agent at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The reasonable out-of-pocket costs and expenses (including its attorneys’ fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectCompany. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 8, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to Parent, the Holders Stockholder and the Representatives specifying the date when such FDWY. Such resignation shall take effecteffect upon the appointment of a successor Escrow Agent as provided hereinbelow. Upon any such notice of resignation, the Representatives Stockholder and FDWY jointly shall jointly issue to appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which The retiring Escrow Agent may be merged or converted or with which shall transmit all records pertaining to the Escrow Fund and shall pay all funds held by it may be merged or consolidatedin the Escrow Fund to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or any other entity expected to which all or a majority of all of Escrow Agent’s escrow business may be transferred incurred by sale of assets or otherwise, shall be the retiring Escrow Agent under this Agreement without further act or consent in connection with the performance of any party heretoits duties and the exercise of its rights hereunder.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice thirty (30) calendar days prior to Parent, the Holders and the Representatives specifying the date when such resignation shall take effectto MSO and Representative as provided in this Section. Upon MSO and Representative may remove Escrow Agent at any time by giving written notice signed by an Authorized Person from each Party at least (30) calendar days prior to such notice of resignation, the Representatives shall jointly issue removal to Escrow Agent Agent. Together with or following such notice, a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining be appointed by MSO and Representative, who shall provide written notice of such to the resigning Escrow Funds Agent. Such successor Escrow Agent shall become Escrow Agent hereunder, and shall pay all Escrow Funds Property shall be transferred to it upon the resignation or removal date specified in such notice. If Representative is unwilling to appoint a successor Escrow Agent from a nationally recognized banking institution within thirty (30) days after such notice, Escrow Agent may, in its sole discretion, deliver the Escrow Property to MSO at the address provided herein or may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including but not limited to its attorney fees and expenses) incurred by Escrow Agent in connection with such proceeding shall be paid by MSO. On the resignation/removal date in accordance with customary arrangements and receipt of the identity of the successor Escrow Agent, Escrow Agent shall either deliver and/or disburse the Escrow Property then held hereunder to the successor escrow agentEscrow Agent, after making copies of such records as the retiring less Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all Agent’s fees, costs and expenses (including court costs or other obligations owed to Escrow Agent. Upon its resignation and expenses and attorneys' fees) or any other amount payable todelivery and/or disbursement of the Escrow Property in its entirety as set forth in this Section 7, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ ' prior written notice to Parent, Trustee. Such resignation will take effect upon the Holders and the Representatives specifying the date when such resignation shall take effectappointment of a successor Escrow Agent as provided herein below. Upon any such notice of resignation, the Representatives shall jointly issue to Initial Purchasers will appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $50,000,000. On the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent will succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent will be discharged from its duties and obligations under this Agreement, but will not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s 's resignation, the provisions of this Agreement shall will inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which The retiring Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity will transmit all records pertaining to which all or a majority of all of the Escrow Funds and will pay the Escrow Funds to the successor Escrow Agent’s escrow business may be transferred by sale , after making copies of assets or otherwise, shall be such records as the retiring Escrow Agent under this Agreement without further act or consent of any party heretodeems advisable.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ days prior written notice to Parent, the Holders Managing Dealers and the Representatives Company specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Managing Dealers and Company jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Escrowed Funds and shall pay all Escrow Escrowed Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after payment by Company or deduction and payment from Escrowed Funds (to the retiring Escrow Agent extent of Company’s rights therein) of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving at least thirty (30) days’ prior written notice to MIP and the Company or may be removed, with or without cause, by MIP and the Company, acting jointly, at any time by the giving of at least ten (10) days’ prior written notice to Parent, the Holders and the Representatives specifying the date when such Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor escrow agent as provided herein. Upon any such notice of resignationresignation or removal, MIP and the Representatives Company, acting jointly, shall jointly issue appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1 billion, unless otherwise agreed by MIP and the Company. In the event MIP and the Company shall fail to Escrow Agent appoint a Joint Written Direction authorizing redelivery successor escrow agent within thirty (30) days after the resignation or removal of the Escrow Funds Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to a bank or trust company that has been retained and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to the Purchaser and the Seller. The Purchaser and the Seller may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to Parentthe Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Purchaser and the Seller, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Purchaser and the Seller are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectPurchaser. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 9, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to ParentIndemnitor Representative, the Holders Indemnitee and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds Shares to a bank or trust company an escrow agent that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Shares and shall pay transfer all Escrow Funds Shares to the successor escrow agentagent for the benefit of the Indemnitors, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunderadvisable. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Vince and the Representatives Kellwood specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Purchaser and the Representatives Seller specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Purchaser and Seller jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. If the Purchaser and Seller fail to appoint a successor Escrow Agent within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation attorneys’ fees) related to such petition shall be paid jointly and severally by Purchaser and Seller. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. If the Escrow Agent at any time, in --------------------------- its sole discretion, deems it necessary or advisable to resign as the Escrow Agent hereunder, it may resign do so by giving prior written notice of such even to Buyer and Seller and thereafter delivering the Escrow Funds to any other escrow agent mutually agreed upon by Buyer and Seller as notified to the Escrow Agent in writing, and if no such escrow agent shall be designated by Buyer and Seller within sixty (60) calendar days of such written notice, then the Escrow Agent shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of New York to the extent permitted by law (any such successor to the Escrow Agent, whether designated by Buyer and Seller or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorney's fees and expenses) incurred by the Escrow Agent in connection with such proceeding for the appointment of a Successor Agent shall be paid by, and be discharged from the performance deemed a joint and several obligation of its duties hereunder Buyer and Seller, Buyer and Seller may, at any time by giving ten after the date hereof, upon thirty (1030) days’ days prior written notice to Parentthe Escrow Agent agree in writing to appoint a Successor Agent for the resigning or removed Escrow Agent, whereupon the Escrow Agent shall deliver the Escrow Funds to such Successor Agent as provided below. The fees of any Successor Agent shall be borne severally by Buyer and Seller. Upon receipt of the identity of the Successor Agent, the Holders Escrow Agent shall either deliver the Escrow Agent's fees, costs and expenses or other obligations owed to the Representatives specifying the date when Escrow Agent, or hold such resignation shall take effectEscrow Funds (or any portion thereof), pending distribution, until all such fees, costs and expense or other obligations are paid. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery delivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Successor Agent, (i) the Escrow Agent shall transmit be discharged from any and all records pertaining responsibility or liability with respect to the Escrow Funds (except as otherwise provided herein) and shall pay (ii) all Escrow Funds references herein to the successor escrow agent"Escrow Agent" shall, after making copies of where applicable, be deemed to include such records as Successor Agent and such Successor Agent shall thereafter become the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of for all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions purposes of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) 30 days’ prior written notice to Parent, the Holders Buyer and the Representatives specifying Seller or may be removed, with or without cause, by the date when such Buyer and the Seller, acting jointly, at any time by the giving of ten days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor escrow agent as provided herein. Upon any such notice of resignationresignation or removal, the Representatives Buyer and the Seller, acting jointly, shall jointly issue appoint a successor escrow agent hereunder. In the event the Buyer and the Seller shall fail to Escrow Agent appoint a Joint Written Direction authorizing redelivery successor escrow agent within 30 days after the resignation or removal of the Escrow Funds Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to a bank or trust company that has been retained and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which The Escrow Agent may be merged shall have no duty or converted obligation to name or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent seek the appointment of any party heretosuccessor escrow agent.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders MGIC and the Representatives Bank of America specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s 's resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority substantially all of all the escrow business of Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign at any time upon giving at least 30 days written notice to the other parties hereto; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent which shall be accomplished as follows: PURCHASER and the Stockholders’ Agent shall use their best efforts to agree on a successor Escrow Agent within 30 days after receiving such notice. If the parties fail to agree on a successor Escrow Agent within such time, then the Escrow Agent shall have the right to appoint a successor Escrow Agent authorized to do business in the State of Georgia, provided that the successor so chosen shall have capital, surplus and undivided profits of at least $200,000,000. The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment, and the successor Escrow Agent shall, without further acts, be vested with all the estates, property rights, powers and duties of the predecessor Escrow Agent as if originally named as Escrow Agent herein. The predecessor Escrow Agent then shall be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to Parent, the Holders and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its further duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent liability under this Agreement. Any corporation Notwithstanding anything to the contrary herein provided, in the event no successor escrow agent has been appointed on or other entity into which prior to the sixtieth (60th) day following the date any such resignation of the Escrow Agent may is to become effective, the Escrow Agent shall be merged or converted or with which entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by it may hereunder and shall thereupon be merged or consolidated, or any other entity to which all or a majority relieved of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be further duties and obligations under this Agreement. Escrow Agent under this Agreement without further act or consent shall have no responsibility for the appointment of any party heretoa successor escrow agent hereunder.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ prior written notice to Parent, the Holders Parent and the Representatives Equity Holders’ Representative specifying the a date when such resignation shall take effect. Upon any such notice of resignation, Parent and the Representatives Equity Holders’ Representative jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent escrow agent hereunder prior to the effective date of such resignationresignation and shall cause such successor escrow agent to execute and deliver an instrument accepting such appointment. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected due and owing to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. If Parent and the Equity Holders’ Representative have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent 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 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, subject to the provisions of Section 7 and Section 8 hereunder. After any retiring Escrow Agentescrow agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent escrow agent under this Escrow Agreement. Any corporation or other entity association into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority substantially all of all the escrow business of Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten not less than thirty (1030) days’ prior written notice to Parent, Payee and Skyline specifying a date (on or after the Holders and the Representatives specifying the date 30th day) when such resignation shall take effect. Upon any such notice of resignation, the Representatives Skyline and Payee shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. Escrow Agent’s resignation shall not be effective until (a) such appointment has been made, (b) the Escrow Shares have been delivered to the successor escrow agent and (c) the successor’s acceptance of this Agreement and receipt for the Escrow Shares from the successor Escrow Agent and copies thereof shall have been sent to Skyline and Payee. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Shares and shall pay transmit all book entry statements or other evidence representing the Escrow Funds Shares to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount fees payable to, incurred by, by or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity association into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority substantially all of all the escrow business of Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be Escrow Agent under this Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ calendar days prior written notice of such resignation to Parentthe Company and the Trustee. Upon such notice, a successor escrow agent shall be appointed by the Company and the Trustee, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation specified in such notice. If the Company and the Trustee are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Trustee at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The reasonable out-of-pocket costs and expenses (including its attorneys’ fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectCompany. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 9, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ ' prior written notice to Parent, Trustee. Such resignation will take effect upon the Holders and the Representatives specifying the date when such resignation shall take effectappointment of a successor Escrow Agent as provided herein below. Upon any such notice of resignation, the Representatives shall jointly issue to Trustee will appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $250,000,000. On the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent will succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent will be discharged from its duties and obligations under this Agreement, but will not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s 's resignation, the provisions of this Agreement shall will inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which The retiring Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity will transmit all records pertaining to which all or a majority of all of the Escrow Funds and will pay the Escrow Funds to the successor Escrow Agent’s escrow business may be transferred by sale , after making copies of assets or otherwise, shall be such records as the retiring Escrow Agent under this Agreement without further act or consent of any party heretodeems advisable.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to Acquiror and Seller or may be removed, with or without cause, by Acquiror and Seller, acting jointly, at any time by the giving of ten (10) days’ prior written notice to Parent, the Holders and the Representatives specifying the date when such Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignationresignation or removal, the Representatives Acquiror and Seller mutually shall jointly issue to agree upon and appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by Acquiror and Seller. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to Parent and the Stockholder Representative. Parent and the Stockholder Representative may jointly remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to Parentthe Escrow Agent. Upon either such notice, a successor escrow agent shall be appointed by Parent and the Stockholder Representative, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If Parent and the Stockholder Representative are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion: (a) apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief; or (b) appoint a successor escrow agent of its own choice. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid 50% by Parent and 50% by the date when such resignation shall take effectStockholder Representative. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent’s fees, costs and expenses (including court costs or other obligations owed to the Escrow Agent. Upon its resignation and expenses and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 6, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Shareholder and the Representatives Purchaser specifying the a date when such resignation shall take effect. Such resignation shall take effect upon the earlier of (i) the appointment of a successor Escrow Agent as provided herein or (ii) thirty (30) days after delivery of such notice of resignation. Upon any such notice of resignation, the Representatives jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds and transfer all investments to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs reasonable fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ prior written notice to Parentthe Company. If, the Holders and the Representatives specifying the date when such resignation shall take effect. Upon any such notice as of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring , the Company has not appointed a successor escrow agent that has agreed in writing to such appointment, Escrow Agent shall transmit return all records pertaining Escrow Funds to Subscribers in accordance with Section 5(a)(ii). If, as of the effective date of such resignation, the Company has appointed a successor escrow agent that has agreed in writing to such appointment, Escrow Agent shall deliver to the Company and such successor escrow agent a full accounting of all Escrow Funds received, held and disbursed by Escrow Agent hereunder and shall pay deliver all Escrow Funds to the successor escrow agent. Upon the effectiveness of Escrow Agent’s resignation, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to shall be incurred by the retiring Escrow Agent in connection with the performance of discharged from its duties and the exercise of its rights hereunderobligations under this Agreement, but shall not be discharged from any liability hereunder for actions taken as Escrow Agent hereunder prior to such resignation. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure continue to its benefit apply as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement, provided that any and all claims of Escrow Agent and the Indemnified Parties pursuant to Section 10 shall survive the termination of this Agreement or Escrow Agent’s resignation. Any corporation or other entity association into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority substantially all of all the escrow business of Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be Escrow Agent under this Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten twenty (1020) daysBusiness Days’ prior written notice to Parent, the Holders Sellers and the Representatives specifying Purchaser or may be removed, with or without cause, by the date when such Sellers and the Purchaser, acting jointly, at any time by the giving of seven (7) Business Days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignationresignation or removal, the Representatives Sellers and the Purchaser mutually shall jointly issue to agree upon and appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1,000,000,000, unless waived by the Sellers and the Purchaser, which shall agree in writing to be bound by the terms of this Asserted Cure Costs Escrow Agreement. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Asserted Cure Costs Escrow Agreement, but shall not be discharged from any liability for actions taken as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Asserted Cure Costs Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Asserted Cure Costs Escrow Agreement. Any corporation or other entity into which If the Sellers and the Purchaser are unable to agree upon a successor escrow agent, the Escrow Agent may be merged apply to a court of competent jurisdiction for the appointment of a successor escrow agent or converted or for other appropriate relief. The costs and expenses (including attorneys’ fees and expenses) incurred by the Escrow Agent in connection with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, such proceeding shall be Escrow Agent under this Agreement without further act or consent of any party heretopaid 50% by the Sellers and 50% by the Purchaser.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Purchaser and the Representatives Seller specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Purchaser and Seller jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. If the Purchaser and Seller fail to appoint a successor Escrow Agent within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation attorneys’ fees) related to such petition shall be paid jointly and severally by Purchaser and Seller. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s 's resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ prior written notice to Parent, the Holders Buyer and the Representatives Company specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Buyer and Company jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. If the Buyer and Company fail to appoint a successor Escrow Agent within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation reasonable and documented attorneys’ fees) related to such petition shall be paid jointly and severally by Buyer and Company. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including reasonable and documented court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice to Parent, the Holders and the Representatives specifying the date when of such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Company, the Company and the Trustee. Upon such notice, a successor escrow agent shall pay all be appointed by the Escrow Funds Company, the Company and the Trustee, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation specified in such notice. If the Escrow Company, the Company and the Trustee are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Trustee at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and reasonable out-of-pocket expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Escrow Company and the Company. Upon receipt of the identity of the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 4, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ prior written notice to Parent, the Holders Company and the Representatives Executive specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Company and Executive shall jointly issue to the Escrow Agent a Joint joint Written Direction authorizing redelivery of the Escrow Funds Assets to a transfer agent, bank or trust company that has been retained as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Assets and shall pay all Escrow Funds Assets to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunderadvisable. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its the Escrow Agent’s benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of the Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be the Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten twenty (1020) daysBusiness Days’ prior written notice to Parent, the Holders Sellers and the Representatives specifying Purchaser or may be removed, with or without cause, by the date when such Sellers and the Purchaser, acting jointly, at any time by the giving of seven (7) Business Days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignationresignation or removal, the Representatives Sellers and the Purchaser mutually shall jointly issue to agree upon and appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1,000,000,000, unless waived by the Sellers and the Purchaser, which shall agree in writing to be bound by the terms of this Price Adjustment Escrow Agreement. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Price Adjustment Escrow Agreement, but shall not be discharged from any liability for actions taken as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Price Adjustment Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Price Adjustment Escrow Agreement. Any corporation or other entity into which If the Sellers and the Purchaser are unable to agree upon a successor escrow agent, the Escrow Agent may be merged apply to a court of competent jurisdiction for the appointment of a successor escrow agent or converted or for other appropriate relief. The costs and expenses (including attorneys’ fees and expenses) incurred by the Escrow Agent in connection with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, such proceeding shall be Escrow Agent under this Agreement without further act or consent of any party heretopaid 50% by the Sellers and 50% by the Purchaser.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten twenty (1020) daysBusiness Days’ prior written notice to Parent, the Holders Sellers and the Representatives specifying Purchaser or may be removed, with or without cause, by the date when such Sellers and the Purchaser, acting jointly, at any time by the giving of seven (7) Business Days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignationresignation or removal, the Representatives Sellers and the Purchaser mutually shall jointly issue to agree upon and appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1,000,000,000, unless waived by the Sellers and the Purchaser, which shall agree in writing to be bound by the terms of this Independent Accounting Firm Escrow Agreement. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Independent Accounting Firm Escrow Agreement, but shall not be discharged from any liability for actions taken as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Independent Accounting Firm Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Independent Accounting Firm Escrow Agreement. Any corporation or other entity into which If the Sellers and the Purchaser are unable to agree upon a successor escrow agent, the Escrow Agent may be merged apply to a court of competent jurisdiction for the appointment of a successor escrow agent or converted or for other appropriate relief. The costs and expenses (including attorneys’ fees and expenses) incurred by the Escrow Agent in connection with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, such proceeding shall be Escrow Agent under this Agreement without further act or consent of any party heretopaid 50% by the Sellers and 50% by the Purchaser.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to Xxxxx and Seller or may be removed, with or without cause, by Xxxxx and Xxxxxx, acting jointly, at any time by the giving of ten (10) days’ prior written notice to Parent, the Holders and the Representatives specifying the date when such Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor escrow agent as provided herein. Upon any such notice of resignationresignation or removal, Xxxxx and Seller, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of unless otherwise agreed by Xxxxx and Seller. In the Representatives event Buyer and Seller shall jointly issue fail to appoint a successor Escrow Agent a Joint Written Direction authorizing redelivery within sixty (60) days after the resignation or removal of the Escrow Funds Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Xxxxxx Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to a bank or trust company that has been retained and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Xxxxxx Agent’s resignationresignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to Parentthe Company and the Trustee. Upon such notice, a successor escrow agent shall be appointed by the Company and the Trustee, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation specified in such notice. If the Company and the Trustee are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Trustee at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and reasonable out-of-pocket expenses (including its attorneys’ fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectCompany. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other delivery of the entire amount payable toof the Escrow Property as set forth in Section 5, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to ParentParent and HWG, the Holders and the Representatives LLC specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives parties to this Agreement shall jointly issue to Escrow Agent unanimously appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Deposit and shall pay all the entire Escrow Funds Deposit to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s 's resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow 's corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ ' prior written notice of such resignation to the Purchaser and the Seller. The Purchaser and the Seller may remove the Escrow Agent at any time by giving thirty (30) calendar days' prior written notice to Parentthe Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Purchaser and the Seller, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Purchaser and the Seller are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys' fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectPurchaser. Upon any such notice receipt of resignationthe identity of the successor Escrow Agent, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to deliver the Escrow Funds and shall pay all Escrow Funds Property then held hereunder to the successor escrow agentEscrow Agent, after making copies of such records as less the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all Agent's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 9, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ ' prior written notice of such resignation to the Company and the Investor. The Company and the Investor may remove the Escrow Agent at any time by giving thirty (30) calendar days' prior written notice to Parentthe Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company and the Investor who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company and the Investor are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Investor at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys' fees and expenses) incurred by the Representatives specifying Escrow Agent in connection with such proceeding shall be paid by the date when such resignation shall take effectCompany. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Property then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Property as set forth in this Section 7, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign as such with respect to the Indemnification Escrow at any time upon giving at least thirty (30) days’ written notice to the other parties; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent which shall be accomplished as follows: Buyer and Sellers shall use their best efforts to agree on a successor Escrow Agent within thirty (30) days after receiving such notice. If the parties fail to agree on a successor Escrow Agent within such time, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent authorized to do business in the State of Washington. The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment, and the successor Escrow Agent shall, without further acts, be vested with all the estates, property rights, powers and duties of the predecessor Escrow Agent as if originally named as Escrow Agent herein. The predecessor Escrow Agent shall promptly thereafter transfer or deliver the Escrow Fund, a copy of this Agreement and any other documents delivered to or held by it pursuant to this Agreement or the Purchase Agreement to the successor Escrow Agent. The predecessor Escrow Agent shall then be discharged from any further duties and liability under this Agreement, except for any liability of the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to Parent, the Holders and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to predecessor Escrow Agent a Joint Written Direction authorizing redelivery under Section 10 of this Agreement, which shall survive any resignation of the Escrow Funds to a bank or trust company that has been retained as successor to predecessor Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions termination of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent until the expiration of any party heretoapplicable statute of limitations period.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to Parent, Trustee and Frontline. Such resignation will take effect upon the Holders and the Representatives specifying the date when such resignation shall take effectappointment of a successor Escrow Agent as provided below. Upon any such notice of resignation, the Representatives shall jointly issue to Frontline will appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $500,000,000, and which shall have the legal capacity to act as, and which shall act as, a securities intermediary hereunder. On the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent will succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent will be discharged from its duties and obligations under this Agreement, but will not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall will inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which The retiring Escrow Agent will transmit all records pertaining to the Escrow Funds and will pay the Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable. In the event Frontline shall not have delivered to Escrow Agent a written designation of a successor Escrow Agent within a thirty (30) day period, together with the consent to such designation by the successor Escrow Agent, the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity apply to which all or a majority court of all of competent jurisdiction to appoint a successor Escrow Agent’s escrow business may be transferred by sale , and the costs of assets or otherwise, obtaining such appointment shall be reimbursable by Frontline and from the Escrow Agent under this Agreement without further act or consent of any party heretoFunds.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) business days’ prior written notice to Parentthe Purchaser, the Holders Company and the Representatives specifying Shareholder Representative or may be removed, with or without cause, by the date when such Purchaser, the Company and the Shareholder Representative, acting jointly, at any time by the giving of ten business days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor escrow agent as provided herein. Upon any such notice of resignationresignation or removal, the Representatives Purchaser, the Company and the Shareholder Representative, acting jointly, shall jointly issue to appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless otherwise agreed by the Purchaser, the Company and the Shareholder Representative as evidenced by written instructions executed by the Purchaser, the Company and the Shareholder Representative. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a Joint Written Direction authorizing redelivery successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Underwriter and the Representatives Issuer specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Underwriter and Issuer jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after payment by Issuer or deduction and payment from Escrow Funds (to the retiring Escrow Agent extent of Issuer's rights therein) of all fees, costs fees and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s 's resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow 's corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ days prior written notice to Parent, the Holders Parent and the Representatives Stockholder Representative specifying the a date when such resignation shall take effect. Upon any such notice of resignation, Parent and the Representatives Stockholder Representative jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent escrow agent shall transmit all records pertaining to the Escrow Funds Fund and shall pay all the Escrow Funds Fund to the successor escrow agent, after making copies of such records as the retiring Escrow Agent escrow agent deems advisable and after deduction and payment to the retiring Escrow Agent escrow agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent escrow agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agentescrow agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) 30 days’ prior written notice to Parent, the Holders Purchaser and the Representatives specifying Seller or may be removed, with or without cause, by the date when such Purchaser and the Seller, acting jointly, at any time by the giving of ten days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor escrow agent as provided herein. Upon any such notice of resignationresignation or removal, the Representatives Purchaser and the Seller, acting jointly, shall jointly issue appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution. In the event the Purchaser and the Seller shall fail to Escrow Agent appoint a Joint Written Direction authorizing redelivery successor escrow agent within 30 days after the resignation or removal of the Escrow Funds Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. If the Purchaser and the Seller are unable to agree on a successor escrow agent within such 30-day period, either party may apply to a bank court of competent jurisdiction for the appointment of a successor escrow agent or trust company that has been retained other appropriate relief. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which The Escrow Agent may be merged shall have no duty or converted or with which it may be merged or consolidated, or obligation to name any other entity to which all or a majority of all of Escrow Agent’s successor escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party heretoagent.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to Hoult and Bxxxx.xxx. Either Hoult or Bxxxx.xxx may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to Parentthe Escrow Agent and to each other. Upon such notice, a successor escrow agent shall be appointed by Hoult and Bxxxx.xxx, who shall provide joint written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If Hoult and Bxxxx.xxx are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Holders Escrow Agent may, in its sole discretion, deliver the Escrow Property to Hoult at the address provided herein, or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Representatives specifying the date when Escrow Agent in connection with such resignation proceeding shall take effectbe paid by Hoult and Bxxxx.xxx jointly and severally. Upon any such notice receipt of resignationthe identity of the successor escrow agent, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to either deliver the Escrow Funds and shall pay all Escrow Funds Property then held hereunder to the successor escrow agent. Upon its resignation and delivery of the Escrow Property as set forth in this Section 6, after making copies of such records as the retiring Escrow Agent deems advisable shall be discharged of and after deduction from any and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Property or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. If the Escrow Agent at any time, in its sole discretion, deems it necessary or advisable to resign as the Escrow Agent hereunder, it may resign do so by giving prior written notice of such event to Buyer and Sellers and thereafter delivering the Escrow Funds to any other escrow agent mutually agreed upon by Buyer and Sellers as notified to the Escrow Agent in writing, and if no such escrow agent shall be designated by Buyer and Sellers within sixty (60) calendar days of such written notice, then the Escrow Agent shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of New York to the extent permitted by law (any such successor to the Escrow Agent, whether designated by Buyer and Sellers or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorney's fees and expenses) incurred by the Escrow Agent in connection with such proceeding for the appointment of a Successor Agent shall be paid by, and be discharged from the performance deemed a joint and several obligation of its duties hereunder Buyer and Sellers, Buyer and Sellers may, at any time by giving ten after the date hereof, upon thirty (1030) days’ days prior written notice to Parentthe Escrow Agent agree in writing to appoint a Successor Agent for the resigning or removed Escrow Agent, whereupon the Escrow Agent shall deliver the Escrow Funds to such Successor Agent as provided below. The fees of any Successor Agent shall be borne severally by Buyer and Sellers. Upon receipt of the identity of the Successor Agent, the Holders Escrow Agent shall either deliver the Escrow Agent's fees, costs and expenses or other obligations owed to the Representatives specifying the date when Escrow Agent, or hold such resignation shall take effectEscrow Funds (or any portion thereof), pending distribution, until all such fees, costs and expense or other obligations are paid. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery delivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Successor Agent, (i) the Escrow Agent shall transmit be discharged from any and all records pertaining responsibility or liability with respect to the Escrow Funds (except as otherwise provided herein) and shall pay (ii) all Escrow Funds references herein to the successor escrow agent"Escrow Agent" shall, after making copies of where applicable, be deemed to include such records as Successor Agent and such Successor Agent shall thereafter become the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of for all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions purposes of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to Buyer and the Stockholder Representative or may be removed, with or without cause, by Buyer and the Stockholder Representative, acting jointly, at any time by the giving of ten (10) days’ prior written notice to Parent, the Holders and the Representatives specifying the date when such Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor escrow agent as provided herein. Upon any such notice of resignationresignation or removal, Buyer and the Representatives Stockholder Representative, acting jointly, shall jointly issue appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless otherwise agreed by Buyer and the Stockholder Representative. In the event Buyer and the Stockholder Representative shall fail to appoint a successor Escrow Agent a Joint Written Direction authorizing redelivery within 60 days after the resignation or removal of the Escrow Funds Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to a bank or trust company that has been retained and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Without liability to any Escrow Party, Escrow Agent at any time may resign and be discharged from the performance of its duties or obligations hereunder at any time by giving ten (10) days’ prior written notice to Parentin writing of such resignation, the Holders and the Representatives specifying the date when such resignation shall take effect, which date shall be at least ten (10) days after the date of such notice. Upon any such In the event Escrow Agent delivers a notice of resignation, its only duty shall be to hold and dispose of the Representatives Total Escrow in accordance with the original provisions of this Agreement until a successor Escrow Agent shall jointly issue be appointed by Seller and Purchaser within the time period specified above. A written notice of the name and address of such successor escrow agent shall be given to Escrow Agent a Joint Written Direction authorizing redelivery of the by Seller and Purchaser, whereupon Escrow Funds Agent’s only duty shall be to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds turn over to the successor escrow agentagent the Total Escrow, after making copies of such records as in accordance with the retiring written instructions jointly signed by Seller and Purchaser. In the event that a successor escrow agent shall not have been appointed and Escrow Agent deems advisable and after deduction and payment shall not have turned over to the retiring successor escrow agent the Total Escrow within the time period specified above, Escrow Agent may deposit the Total Escrow with the clerk of the federal district court in the Southern District of New York or with the clerk of any other court of competent jurisdiction, at which time Escrow Agent’s duties hereunder shall terminate. Provided Escrow Agent shall have acted in good faith, and upon the execution and delivery by Escrow Agent of all feesany documents necessary to substitute a successor escrow agent as the holder of the Total Escrow, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent shall, upon its resignation, receive a written release from Seller and Purchaser and successor escrow agent, in connection with the performance of its duties form and the exercise of its rights hereunder. After any retiring content satisfactory to Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to Purchaser and the Sellers or may be removed, with or without cause, by Purchaser and the Sellers, acting jointly, at any time by the giving of ten (10) days’ prior written notice to Parent, the Holders and the Representatives specifying the date when such Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignationresignation or removal, Purchaser and the Representatives Sellers mutually shall jointly issue to agree upon and appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by Purchaser and the Sellers. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Depositor and the Representatives Recipient specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Depositor and Recipient jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. If the Depositor and Recipient fail to appoint a successor Escrow Agent within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation attorneys’ fees) related to such petition shall be paid jointly and severally by Depositor and Recipient. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s 's resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten fifteen (1015) days’ Business Days prior written notice to Parent, the Holders Debtors and the Representatives Representative specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Representative shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to ParentDepositor, the Holders and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Depositor shall jointly issue to the Escrow Agent a Joint Written Depositor Direction authorizing redelivery of the Escrow Funds Shares to a bank or trust company that has been retained as successor to Escrow Agent escrow agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds Shares and shall pay remit all Escrow Funds Shares to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring the Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent the escrow agent under this Agreement. Any corporation or other entity into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of the Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent the escrow agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ ' prior written notice to Parent, the Holders Altiva and the Representatives specifying Representative or may be removed, with or without cause, by Altiva and the date when such Representative, acting jointly, at anytime by the giving often (10) days' prior written notice to Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignationresignation or removal, Altiva and the Representatives Representative jointly shall jointly issue to appoint a successor Escrow Agent hereunder, which shall be a Joint Written Direction authorizing redelivery commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $ 100,000,000. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignation's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ prior written notice of such resignation to the Plan Sponsor and the ASARCO Committee. The Plan Sponsor may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to Parent, the Holders Escrow Agent and the Representatives specifying the date when such resignation shall take effectASARCO Committee. Upon any such notice, a successor escrow agent shall be appointed by the Plan Sponsor who shall provide written notice of such appointment to the resigning Escrow Agent and the ASARCO Committee. Such successor escrow agent shall be a nationally recognized commercial bank, and shall become the escrow agent hereunder or under a further escrow agreement (the “New Escrow Agreement”), that (i) is mutually satisfactory to the Plan Sponsor and such successor escrow agent upon the resignation or removal date specified in such notice and (ii) does not alter the terms of resignation, this Escrow Agreement in a manner that would effect a material adverse change to the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery rights of the ASARCO Committee under this Escrow Funds to a bank Agreement or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date amount of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the SCC Stock or the Segregated Shares deposited in the Escrow Funds and shall pay all Escrow Funds to Agreement. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Proceeds, together with all interest and gains thereon, then held hereunder to the successor Escrow Agent as promptly as practicable after making copies the Plan Sponsor has paid in full all of the Escrow Agent’s then unpaid fees, costs and expenses. Upon its resignation and delivery of the Proceeds, together with all interest and gains thereon, as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Proceeds or this Escrow Agreement. If a successor Escrow Agent has not accepted such appointment by the end of such records as 30-day period, the retiring Escrow Agent deems advisable may, in its sole discretion and after deduction and payment reasonable advance notice to the retiring ASARCO Committee, apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent of all feesAgent, who shall be a nationally recognized commercial bank, or for other appropriate relief. The costs and expenses (including court costs reasonable attorneys’ fees and expenses and attorneys' feesexpenses) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties such proceeding shall be paid by, and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignationbe deemed an obligation of, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party heretoPlan Sponsor.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders and the Representatives Issuer specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives Issuer shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of successor the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay transfer all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after payment by the Issuer or deduction and payment from Escrow Funds (to the retiring Escrow Agent extent of the Issuer’s rights therein) of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ ' prior written notice to Parent, the Holders Company and the Representatives specifying Investor or may be removed, with or without cause, by the date when such Company and the Investor, acting jointly, at any time by the giving of ten days' prior written notice to the Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor escrow agent as provided herein. Upon any such notice of resignationresignation or removal, the Representatives Company and the Investor, acting jointly, shall jointly issue to appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a Joint Written Direction authorizing redelivery successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under its Escrow Agreement, but shall not be discharged from any liability for actions taken as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignation's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days’ days prior written notice to Parent, the Holders Depositor and the Representatives Recipients specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) days’ days prior written notice to Parent, the Holders Buyer and the Representatives Seller Representative specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Representatives jointly shall jointly issue to Escrow Agent appoint a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. If the Representatives fail to appoint a successor escrow agent within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor escrow agent, and all costs and expenses (including without limitation attorneys fees) related to such petition shall be paid jointly and severally by Buyer and Seller Representative. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agentEscrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs fees and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or other entity association into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity corporation or association to which all or a majority of substantially all of the escrow business of the Escrow Agent’s escrow corporate trust line of business may be transferred by sale of assets or otherwisetransferred, shall be the Escrow Agent under this Escrow Agreement without further act or consent of any party heretoact.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten at least fifteen (1015) daysBusiness Days’ prior written notice to ParentTVA, the Holders Administrative Agent, and Seven States or may be removed, with or without cause, by TVA, the Representatives specifying Administrative Agent, and Seven States, acting jointly, at any time by the giving of fifteen (15) Business Days’ prior written notice to the Escrow Agent, and in either the event of such resignation or removal, such written notice shall specify the date when by which such resignation or removal is intended to take effect. Such resignation or removal shall take effect, however, only upon the appointment of a successor escrow agent as provided herein, and no such resignation or removal shall be effective until a successor escrow agent succeeds to and becomes vested with all the rights, powers, privileges, and duties of the retiring Escrow Agent. Upon any such notice of resignationresignation or removal, TVA, the Representatives Administrative Agent, and Seven States, acting jointly, shall jointly issue to appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless otherwise agreed by TVA, the Administrative Agent, and Seven States as evidenced by written instructions executed by TVA, the Administrative Agent and Seven States. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a Joint Written Direction authorizing redelivery successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Agreement. Any corporation or other entity into which Notwithstanding anything to the contrary herein, if the Escrow Agent may be merged or converted or with which it may be merged or consolidatedprovides notice of resignation and a successor Escrow Agent has not been appointed within forty-five (45) days thereafter, or any other entity to which all or a majority of all of the Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, Agent shall be entitled to deliver all property held hereunder into the registry of any court of competent jurisdiction in New York and thereupon the Escrow Agent under this Agreement without shall be discharged from all further act or consent of any party heretoduties as Escrow Agent hereunder.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) business days’ prior written notice to Parent, the Holders Purchaser and the Representatives specifying Shareholder Representative or may be removed, with or without cause, by the date when such Purchaser and the Shareholder Representative, acting jointly, at any time by the giving of ten business days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor escrow agent as provided herein. Upon any such notice of resignationresignation or removal, the Representatives Purchaser and the Shareholder Representative, acting jointly, shall jointly issue to appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless otherwise agreed by the Purchaser and the Shareholder Representative as evidenced by written instructions executed by the Purchaser and the Shareholder Representative. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a Joint Written Direction authorizing redelivery successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Funds to a bank or trust company that has been retained Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereundersuccession. After any retiring Escrow Agent’s resignationresignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time (i) by giving ten thirty (1030) calendar days’ ' prior written notice of such resignation to Sellers and Buyer, or (ii) upon notice to Sellers and Buyer with immediate effect in order to comply with law or regulation.. Seller and Buyer may remove the Escrow Agent at any time by giving thirty (30) calendar days' prior written notice to Parentthe Escrow Agent; provided, such notice shall be given by both Sellers and Buyer. Upon such notice, a successor escrow agent shall be appointed by Sellers and Buyer, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If Sellers and Buyer are unable to agree upon a successor escrow agent within thirty (30) calendar days after such notice, the Holders Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys' fees and expenses) incurred by the Representatives specifying the date when Escrow Agent in connection with such resignation proceeding shall take effectbe paid fifty percent (50%) by Sellers and fifty percent (50%) by Buyer. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery receipt of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall either deliver the Escrow Fund then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Fund, or hold any interest earned in respect of the Escrow Fund (including court or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and attorneys' fees) or any other amount payable todelivery of the Escrow Fund as set forth in this Section 6, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Fund or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten thirty (1030) calendar days’ ' prior written notice of such resignation to the Fund, or immediately upon written notice to comply with any law or regulation with which the Escrow Agent must comply. The Fund may remove the Escrow Agent at any time by giving thirty (30) calendar days' prior written notice to Parentthe Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Fund who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Fund is unable to appoint a successor escrow agent within thirty (30) days after a notice of resignation or removal, the Holders and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of may, in its sole discretion, transfer the Escrow Funds to the Fund at the account provided for in Schedule 1, or may apply to a bank court of competent jurisdiction for the appointment of a successor escrow agent or trust company that has been retained as successor to for other appropriate relief. The costs and expenses (including its attorneys' fees and expenses) incurred by the Escrow Agent hereunder prior to in connection with such proceeding shall be paid by the effective date Fund. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to identity of the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment shall deliver the Escrow Funds then held hereunder to the retiring successor Escrow Agent of all Agent, less the Escrow Agent's fees, costs and expenses (including court costs or other obligations owed to the Escrow Agent. Upon its resignation and expenses and attorneys' fees) or any other amount payable todelivery of the Escrow Funds as set forth in this Section 8, incurred by, or expected to be incurred by the retiring Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignationFunds or this Agreement, provided however, the provisions Escrow Agent shall be entitled to the retain the rights set forth in Sections 7, 9 and 10 of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The Escrow Agent, or any successor, may resign as Escrow Agent may resign hereunder by giving 30 days' written notice thereof to CRL and Parent by registered or certified mail. Such resignation shall become effective following such written notice upon the earlier of the appointment by Parent and CRL of a successor escrow agent that accepts the appointment and agrees to be discharged from bound by the performance provisions of its an agreement substantially similar to this Escrow Agreement or the expiration of 30 days thereafter. Upon the effectiveness of such resignation, all duties hereunder at any time of the Escrow Agent so resigning shall cease, other than the duty to account in accordance with Article VIII. CRL and Parent shall have the right to terminate the appointment of the Escrow Agent hereunder by giving ten (10) days’ prior written notice thereof to Parentthe Escrow Agent, the Holders and the Representatives specifying the date when upon which such resignation termination shall take effect. Upon any A condition precedent to such notice termination shall be the designation of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies selected by Parent and CRL, that has accepted the appointment and agreed to be bound by the provisions of an escrow agreement substantially similar to this Escrow Agreement. In event of such records as termination, the retiring Escrow Agent deems advisable shall turn over and after deduction deliver to such successor escrow agent the Escrow Fund, and payment to the retiring Escrow Agent of all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties sums and the exercise records and instruments held by it under this Escrow Agreement and render the accounting required by Article VIII. Notwithstanding the appointment of its rights hereunder. After any retiring Escrow Agent’s resignationa successor escrow agent, the provisions of this Agreement Article XVI shall inure govern with respect to its benefit as Parent's liability for any fees incurred with respect to the administration of the Escrow Fund or charged by any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party heretoagent.

Resignation of Escrow Agent. If the Escrow Agent at any time, in its sole discretion, deems it necessary or advisable to resign as the Escrow Agent hereunder, it may resign do so by giving prior written notice of such event to the Company and the Purchasers and thereafter delivering the Escrow Shares to any other escrow agent mutually agreed upon by the Company and the Purchasers as notified to the Escrow Agent in writing, and if no such escrow agent shall be designated by the Company and the Purchasers within sixty (60) calendar days of such written notice, then the Escrow Agent shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of California to the extent permitted by law (any such successor to the Escrow Agent, whether designated by the Company and the Purchasers or pursuant to the clause above or otherwise, is hereinafter referred to as the “Successor Agent”). The costs and expenses (including reasonable attorney’s fees and expenses) incurred by the Escrow Agent in connection with such proceeding for the appointment of a Successor Agent shall be paid by, and be discharged from deemed a joint and several obligation of the performance of its duties hereunder Company and the Purchasers, the Company and the Purchasers may, at any time by giving ten after the date hereof, upon thirty (1030) days’ days prior written notice to Parent, the Holders and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent agree in writing to appoint a Joint Written Direction authorizing redelivery of Successor Agent for the resigning or removed Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to Agent, whereupon the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to deliver the Escrow Funds Shares to such Successor Agent as provided below. The fees of any Successor Agent shall be borne severally by the Company and shall pay all Escrow Funds to the successor escrow agentPurchasers. Upon receipt of the identity of the Successor Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to shall either deliver the retiring Escrow Agent of all Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Shares (including court or any portion thereof), pending distribution, until all such fees, costs and expenses and attorneys' feesexpense or other obligations are paid. Upon delivery of the Escrow Shares to the Successor Agent, (i) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection shall be discharged from any and all responsibility or liability with respect to the performance of its duties Escrow Shares (except as otherwise provided herein) and (ii) all references herein to the exercise of its rights hereunder. After any retiring “Escrow Agent’s resignation” shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the provisions Escrow Agent for all purposes of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. If the Escrow Agent at any time, in its --------------------------- sole discretion, deems it necessary or advisable to resign as the Escrow Agent hereunder, it may resign do so by giving prior written notice of such even to Buyer and Sellers and thereafter delivering the Escrow Funds to any other escrow agent mutually agreed upon by Buyer and Sellers as notified to the Escrow Agent in writing, and if no such escrow agent shall be designated by Buyer and Sellers within sixty (60) calendar days of such written notice, then the Escrow Agent shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of New York to the extent permitted by law (any such successor to the Escrow Agent, whether designated by Buyer and Sellers or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorney's fees and expenses) incurred by the Escrow Agent in connection with such proceeding for the appointment of a Successor Agent shall be paid by, and be discharged from the performance deemed a joint and several obligation of its duties hereunder Buyer and Sellers, Buyer and Sellers may, at any time by giving ten after the date hereof, upon thirty (1030) days’ days prior written notice to Parentthe Escrow Agent agree in writing to appoint a Successor Agent for the resigning or removed Escrow Agent, whereupon the Escrow Agent shall deliver the Escrow Funds to such Successor Agent as provided below. The fees of any Successor Agent shall be borne severally by Buyer and Sellers. Upon receipt of the identity of the Successor Agent, the Holders Escrow Agent shall either deliver the Escrow Agent's fees, costs and expenses or other obligations owed to the Representatives specifying the date when Escrow Agent, or hold such resignation shall take effectEscrow Funds (or any portion thereof), pending distribution, until all such fees, costs and expense or other obligations are paid. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery delivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Successor Agent, (i) the Escrow Agent shall transmit be discharged from any and all records pertaining responsibility or liability with respect to the Escrow Funds (except as otherwise provided herein) and shall pay (ii) all Escrow Funds references herein to the successor escrow agent"Escrow Agent" shall, after making copies of where applicable, be deemed to include such records as Successor Agent and such Successor Agent shall thereafter become the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of for all fees, costs and expenses (including court costs and expenses and attorneys' fees) or any other amount payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation, the provisions purposes of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.