Common use of Resignation of Escrow Agent Clause in Contracts

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 Issuer and the Investor specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor shall issue to the Escrow Agent a Written Direction authorizing redelivery of the Escrow 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 Assets and shall pay all Escrow 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 ▇▇▇▇▇▇ 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 If the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time time, in its sole discretion, deems it necessary or advisable to resign as the Escrow Agent hereunder, it may do so by giving thirty (30) days’ prior written notice to Issuer and the Investor specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor shall issue to the Escrow Agent a Written Direction authorizing redelivery of the Escrow 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 event to the Escrow Assets Coronation, Supreme and shall pay all Escrow 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 ▇▇▇▇▇ ▇▇▇▇▇▇ Agent’s resignation, and thereafter delivering the provisions of this Agreement shall inure to its benefit as Escrow Shares to any actions taken or omitted other agent designated by Coronation and ▇▇▇▇▇ ▇▇▇▇▇▇ as communicated to be taken by it while it was the Escrow Agent under this Agreement. Any corporation or other entity into which in writing, and if no such agent shall be designated by Coronation and ▇▇▇▇▇ ▇▇▇▇▇▇ within 60 calendar days of such written notice, then the Escrow Agent may do so by delivering the Escrow Shares either (a) to any bank or trust located in the State of Nevada which is willing to act as Escrow Agent hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Escrow Agent for its services hereunder) or (b) if no such bank or trust company can be merged retained within a reasonable period after such 60 calendar day period after the delivery by the Escrow Agent of its written notice, then the Escrow Agent shall seek the appointment of its successor as prescribed by the clerk or converted other proper officer of a court of competent jurisdiction located within the State of Nevada to the extent permitted by law (any such successor to the Escrow Agent, whether designated by Coronation and ▇▇▇▇▇ ▇▇▇▇▇▇ or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Escrow Agent in connection with which it may such proceeding for the appointment of a Successor Agent shall be merged paid by Coronation. Coronation and ▇▇▇▇▇ ▇▇▇▇▇▇ may, at any time after the date hereof, upon 30 calendar days prior written notice to the Escrow Agent, appoint a Successor Agent for the resignation or consolidated, or any other entity to which all or a majority of all removal of the Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be whereupon the Escrow Agent under this Agreement without further act or consent shall deliver the Escrow Shares to such Successor Agent, as provided below. The reasonable fees of any party heretoSuccessor Agent shall be borne by Coronation. Upon receipt of the identity of the Successor Agent, the Escrow Agent shall deliver the Escrow Shares then held hereunder to the Successor Agent. Upon delivery of the Escrow Shares to the Successor Agent, (i) the Escrow Agent shall be discharged from any and all responsibility or liability with respect to the Escrow Shares (except as otherwise provided herein) and (ii) all references herein to the "Escrow Agent" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Escrow Agent for all purposes of this Agreement.

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 Issuer and the Investor Parties specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor Parties shall issue to the Escrow Agent a Written Direction authorizing redelivery of the Escrow 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 Assets and shall pay all Escrow 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 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. The Escrow Agent may resign and be ------------------------------ discharged from the performance of its duties hereunder at any time by giving thirty ten (3010) days’ days prior written notice to Issuer the Charleston and the Investor Issuer specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Charleston and Issuer and the Investor jointly shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow 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 Assets Funds and shall pay all Escrow Assets 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 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 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 substantially all of all 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 thirty (30) calendar days’ prior written notice to Issuer and the Investor specifying the date when of such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor shall issue to the Escrow Agent Company, the Company and the Trustee. Upon such notice, a Written Direction authorizing redelivery of successor escrow agent shall be appointed by the Escrow Assets 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 bank or trust company that has been retained as successor to escrow agent within thirty (30) days after such notice, the Escrow Agent hereunder prior may, in its sole discretion, deliver the Escrow Property to the effective date Trustee 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 reasonable out-of-pocket 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 Assets Company and shall pay all Escrow Assets to 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 (a) If the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time time, in its sole discretion, deems it necessary or advisable to resign as Escrow Agent hereunder, it may do so by giving at least thirty (30) days’ days prior written notice of such event to Issuer Acquiror and the Investor specifying Stockholder Representative and thereafter delivering the date when such resignation shall take effect. Upon Escrow Fund to any such notice of resignation, Issuer other escrow agent mutually agreed upon by Acquiror and the Investor shall issue Stockholder Representative as notified to the Escrow Agent a Written Direction authorizing redelivery of in writing, and if no such escrow agent shall be designated by Acquiror and the Stockholder Representative within sixty (60) calendar days after such written notice, then the Escrow Assets Agent may designate such by delivering the Escrow Fund either (i) to a any bank or trust company located in New York, New York that has been is willing to act as escrow agent hereunder in its place on the terms set forth herein, or (ii) if no such bank or trust company can be retained as within a reasonable period after such sixty (60) calendar day period after the delivery by the Escrow Agent of its written notice, the Escrow Agent may deliver the Escrow Fund to the clerk or other proper officer of a court of competent jurisdiction located within the State of New York in the manner permitted by applicable law (any such successor to the Escrow Agent, whether designated by Acquiror and the Stockholder Representative or pursuant to clause (i) or (ii) above or otherwise, hereinafter referred to as the “Successor Agent”). Acquiror and the Stockholder Representative may, at any time after the date hereof, agree in writing to substitute a Successor Agent hereunder prior to for the effective date of such resignation. The retiring Escrow Agent, whereupon the Escrow Agent shall transmit deliver the Escrow Fund to such Successor Agent. The fees of any Successor Agent shall be paid as provided in Section 8. The resignation of the Escrow Agent shall only be effective upon delivery of the Escrow Fund in accordance with the immediately preceding sentence. (b) Upon delivery of the Escrow Fund to the Successor Agent, (i) the Escrow Agent shall be discharged from any and all records pertaining responsibility or liability with respect to the Escrow Assets and shall pay all Escrow Assets Fund (except for liability incurred hereunder pursuant to the successor escrow agent, after making copies last sentence of such records as the retiring Escrow Agent deems advisable and after deduction and payment Section 19(a) hereof or due 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 ▇▇▇▇▇▇ 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 willful misconduct or gross negligence) and (ii) all references herein to the “Escrow Agent” shall, where applicable, be transferred by sale of assets or otherwisedeemed to include such Successor Agent, and such Successor Agent shall be thereafter become the Escrow Agent under for all purposes of this Agreement without further act or consent of any party hereto(and may be replaced as Escrow Agent by Acquiror and the Stockholder Representative in the manner provided for in this Section 19).

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 twenty (3020) daysBusiness Days’ prior written notice to Issuer the Sellers and the Investor 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, Issuer the Sellers and the Investor Purchaser mutually shall issue agree upon and 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 $1,000,000,000, 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 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 Assets 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 Assets and shall pay all Escrow 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 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 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 Asserted Cure Costs Escrow Agreement. If the Sellers and the Purchaser are unable to agree upon a successor escrow agent, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or consent of any party heretofor other appropriate relief. The costs and expenses (including attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid 50% by the Sellers and 50% by the Purchaser.

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 not less than thirty (30) days’ prior days advance written notice to the Issuer and by causing notice thereof to be mailed to each registered owner of the Investor 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 effect unless a successor Escrow Agent shall have been appointed by the holders of the Refunded Bonds or by the Issuer or otherwise as hereinafter provided and such notice successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of resignationa successor Escrow Agent, Issuer and the Investor transfer to such successor Escrow Agent of the funds and accounts held by the Escrow Agent hereunder. If the Escrow Agent resigns as provided above, it shall issue return to the Issuer the unearned portion of the fees paid to the Escrow Agent a Written Direction authorizing redelivery Agent. The unearned portion of the Escrow Assets fees shall be equal to a bank or trust company that has been retained as successor 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 Assets and shall pay all Escrow 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 ▇▇▇▇▇▇ 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 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 thirty (30) calendar days’ prior written notice of such resignation to Issuer the Company and the Investor specifying the date when such resignation shall take effectTrustee. Upon any such notice, a successor escrow agent shall be appointed by the Company and the Trustee, who shall provide written notice of resignation, Issuer 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 Investor shall issue Trustee are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent a Written Direction authorizing redelivery of may, in its sole discretion, deliver the Escrow Assets Property to the Trustee at the address provided herein 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 reasonable out-of-pocket 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 Company. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 thirty (30) 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 Issuer and the Investor specifying the date when such resignation shall take effectEscrow Agent. Upon any such notice of resignationnotice, Issuer and a successor escrow agent shall be appointed by the Investor Company that shall issue to the Escrow Agent be a Written Direction authorizing redelivery of the Escrow Assets 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 Assets and shall pay all Escrow Assets 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 thirty ten (3010) days’ days prior written notice to Issuer and the Investor Representatives specifying the a date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor Representatives jointly shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow 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 Assets Funds and shall pay all Escrow Assets 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 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. 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 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 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 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. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty at least fifteen (3015) daysBusiness Days’ prior written notice to Issuer TVA, the Administrative Agent, and Seven States or may be removed, with or without cause, by TVA, the Investor 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, Issuer TVA, the Administrative Agent, and Seven States, 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 $100,000,000, unless otherwise agreed by TVA, the Investor shall issue to 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 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 Assets 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 Assets and shall pay all Escrow 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 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, shall be the Escrow Agent under this Agreement without further act or consent shall be entitled to deliver all property held hereunder into the registry of any party heretocourt of competent jurisdiction in New York and thereupon the Escrow Agent shall be discharged from all further duties 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 thirty (30) days’ prior written notice to Issuer Parent and the Investor Equity Holders’ Representative specifying the a date when such resignation shall take effect. Upon any such notice of resignation, Issuer Parent and the Investor Equity Holders’ Representative jointly shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow Assets to a bank or trust company that has been retained as successor to the 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 Assets Funds and shall pay all Escrow Assets 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 reasonable outside 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 ▇▇▇▇▇▇ 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 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 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 not less than thirty (30) days’ prior written notice to Issuer Payee and Skyline specifying a date (on or after the Investor specifying the date 30th day) when such resignation shall take effect. Upon any such notice of resignation, Issuer Skyline and the Investor Payee shall issue to the Escrow Agent jointly appoint a Written Direction authorizing redelivery of the Escrow 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. 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 Assets Shares and shall pay transmit all book entry statements or other evidence representing the Escrow Assets 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 reasonable outside 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 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 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 thirty ten (3010) days’ days prior written notice to Issuer the Placement Agent and the Investor Company specifying the a date when such resignation shall take effect. Upon any such notice of resignation, Issuer the Placement Agent and the Investor Sellers jointly shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow 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 Assets Funds and shall pay transfer all Escrow Assets 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 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 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 substantially all of all 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 no less than thirty (30) days’ prior written notice to Issuer Buyer and the Investor specifying Sellers’ Representative or may be removed, with or without cause, by Buyer and the date when such Sellers’ Representative, acting jointly, at any time by giving no less than ten (10) days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effecteffect upon the appointment of a successor escrow agent or the deposit of the Escrow Fund into the registry of a court of competent jurisdiction as provided herein. Upon any such notice of resignationresignation or removal, Issuer Buyer and the Investor Sellers’ Representative, acting jointly, shall 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 Buyer and the Sellers’ Representative. In the event Buyer and the Sellers’ Representative shall fail to appoint a successor escrow agent within thirty (30) days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a Written Direction authorizing redelivery 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 and become vested with all the rights, powers, privileges and duties of the retiring Escrow Assets 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 Assets and shall pay all Escrow 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 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 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 thirty ten (3010) days’ prior written notice to Issuer the Company and the Investor Underwriter specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor Underwriter shall issue to the Escrow Agent a Written Direction direction authorizing redelivery of the Escrow Assets Escrowed Funds 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 Assets Funds and shall pay all Escrow Assets 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 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 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 thirty (30) 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 Issuer and the Investor specifying the date when such resignation shall take effectEscrow Agent. Upon any such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of resignationsuch 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, Issuer and the Investor shall issue to the Escrow Agent a Written Direction authorizing redelivery of may, in its sole discretion, deliver the Escrow Assets Property to the Company at the address provided herein 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 Company. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 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 after the date hereof, upon thirty (30) days’ days prior written notice to Issuer and the Investor specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor shall issue to the Escrow Agent agree in writing to appoint a Written Direction authorizing redelivery of Successor Agent for the resigning or removed Escrow Assets to a bank or trust company that has been retained as successor to Agent, whereupon the Escrow Agent hereunder prior shall deliver the Escrow Shares to the effective date of such resignationSuccessor Agent as provided below. The retiring fees of any Successor Agent shall be borne severally by the Company and the Purchasers. Upon receipt of the identity of the Successor Agent, the Escrow Agent shall transmit all records pertaining to either deliver the Escrow Assets and shall pay all Escrow 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 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 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 ▇▇▇▇▇▇ 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 expense or other entity into which obligations are paid. Upon delivery of the Escrow Shares to the Successor Agent, (i) the Escrow Agent may shall be merged discharged from any and all responsibility or converted or liability with which it may be merged or consolidated, or any other entity respect to which all or a majority of all of the Escrow Shares (except as otherwise provided herein) and (ii) all references herein to the “Escrow Agent’s escrow business may ” shall, where applicable, be transferred by sale of assets or otherwise, deemed to include such Successor Agent and such Successor Agent shall be thereafter become the Escrow Agent under for all purposes of this Agreement without further act or consent of any party heretoAgreement.

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 Issuer the Buyer and the Investor Company specifying the a date when such resignation shall take effect. Upon any such notice of resignation, Issuer Buyer and the Investor Company jointly shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow 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. 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 Assets Funds and shall pay all Escrow Assets 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 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 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 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 thirty (30) days’ prior written notice to Issuer Acquiror and Seller or may be removed, with or without cause, by Acquiror and Seller, acting jointly, at any time by the Investor specifying the date when such giving of ten (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, Issuer Acquiror and Seller mutually shall agree upon and 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 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 Agent, and the Investor shall issue to the retiring Escrow Agent a Written Direction authorizing redelivery of the shall be discharged from its duties and obligations under this Escrow Assets to a bank or trust company that has been retained 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 Assets and shall pay all Escrow 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 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 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 thirty (30) days’ prior written notice to Issuer Company and the Investor Executive specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer Company and the Investor Executive shall issue to the Escrow Agent a joint Written Direction authorizing redelivery of the Escrow 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 Assets and shall pay all Escrow 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 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 thirty twenty (3020) daysBusiness Days’ prior written notice to Issuer the Sellers and the Investor 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, Issuer the Sellers and the Investor Purchaser mutually shall issue agree upon and 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 $1,000,000,000, 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 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 Assets 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 Assets and shall pay all Escrow 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 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 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 Price Adjustment Escrow Agreement. If the Sellers and the Purchaser are unable to agree upon a successor escrow agent, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or consent of any party heretofor other appropriate relief. The costs and expenses (including attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid 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) ten business days’ prior written notice to Issuer the Purchaser and the Investor 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, Issuer the Purchaser and the Investor Shareholder Representative, acting jointly, shall 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 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 Assets 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 Assets and shall pay all Escrow 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 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 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 thirty (30) 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 Issuer the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Purchaser and the Investor specifying the date when such resignation Seller, who shall take effect. Upon any such provide written notice of resignation, Issuer 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 Investor shall issue Seller are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent a Written Direction authorizing redelivery of the Escrow Assets 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 Purchaser. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 thirty (30) days’ prior written notice to Issuer Purchaser and the Investor specifying Sellers or may be removed, with or without cause, by Purchaser and the date when such Sellers, acting jointly, at any time by the giving of ten (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, Issuer Purchaser and the Investor Sellers mutually shall issue to the agree upon and appoint a successor Escrow Agent hereunder, which shall be a 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 Assets 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 the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow 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 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 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 thirty (30) 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 Issuer and the Investor specifying the date when such resignation shall take effectEscrow Agent. Upon any such notice, a successor escrow agent shall be appointed by the Company and Dalmore, who shall provide written notice of resignationsuch 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, Issuer and the Investor shall issue to the Escrow Agent a Written Direction authorizing redelivery of may, in its sole discretion, deliver the Escrow Assets Property to the Company at the address provided herein 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 reasonable and actual out-of-pocket costs and expenses (including its reasonable, third party attorneys’ fees and expenses) incurred by the Escrow Agent hereunder prior to in connection with such proceeding shall be paid by the effective date Company. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 thirty (30) days’ calendar days prior written notice of such resignation to Issuer the Company and the Investor specifying the date when such resignation shall take effectAdministrative Agent. Upon any such notice, a successor escrow agent shall be appointed by the Company and the Administrative Agent, who shall provide written notice of resignation, Issuer 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 Investor shall issue Administrative Agent are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent a Written Direction authorizing redelivery of may, in its sole discretion, deliver the Escrow Assets Property to the Administrative Agent at the address provided herein 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 reasonable out-of-pocket 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 Company. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 thirty ten (3010) days’ prior written notice to Issuer the Stockholder and the Investor 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, Issuer the Stockholder and FDWY 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 $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 Agent, and the Investor shall issue to the retiring Escrow Agent a Written Direction authorizing redelivery of the Escrow Assets to a bank or trust company that has been retained 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 Assets and shall pay all Escrow 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 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 shall transmit all records pertaining to the Escrow Fund and shall pay all funds held by it in the Escrow Fund to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent may be merged or converted or with which it may be merged or consolidateddeems 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 be incurred by the Escrow Agent’s escrow business may be transferred 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. 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 Issuer and the Investor Parties specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor Parties shall issue to the Escrow Agent a Written Direction authorizing redelivery of the Escrow 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 Assets and shall pay all Escrow 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 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 ▇▇▇▇▇▇ 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 thirty ten (3010) days’ days prior written notice to Issuer the Underwriter and the Investor Issuer specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Underwriter and Issuer and the Investor jointly shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow 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 Assets Funds and shall pay all Escrow Assets 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 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 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 substantially all of all 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 Agent, or any successor, may resign as Escrow Agent 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 thirty (30) days’ prior written notice thereof to Issuer and the Investor Escrow Agent, 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, Issuer and the Investor shall issue to the Escrow Agent a Written Direction authorizing redelivery of the Escrow 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 Assets and shall pay all Escrow Assets 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 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 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 ▇▇▇▇▇▇ 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 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 administration of the Escrow Agent’s Fund or charged by any 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 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 thirty (30) 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 Issuer and the Investor specifying the date when such resignation shall take effectEscrow Agent. Upon any such notice, a successor escrow agent shall be appointed by the Fund who shall provide written notice of resignationsuch 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, Issuer and the Investor shall issue to the Escrow Agent a Written Direction authorizing redelivery of may, in its sole discretion, transfer the Escrow Assets 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 Assets and shall pay all Escrow Assets 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Funds or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which , provided however, 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 entitled to the Escrow Agent under retain the rights set forth in Sections 7, 9 and 10 of this Agreement without further act or consent of any party heretoAgreement.

Resignation of Escrow Agent. The 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 thirty (30) days’ prior written notice to Issuer and the Investor in writing of such resignation, 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, Issuer its only duty shall be to hold and the Investor shall issue to the Escrow Agent a Written Direction authorizing redelivery dispose of the Total Escrow Assets to in accordance with the original provisions of this Agreement until 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 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 the Escrow Assets Agent by Seller and Purchaser, whereupon Escrow Agent’s only duty shall pay all Escrow Assets be to 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 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 shall, upon its duties and the exercise of its rights hereunder. After any retiring ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure receive a written release from Seller and Purchaser and successor escrow agent, in form and content satisfactory 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 at least thirty (30) days’ prior written notice to Issuer MIP and the Investor specifying Company or may be removed, with or without cause, by MIP and the date when such Company, acting jointly, at any time by the giving of at least ten (10) 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, Issuer MIP and the Investor Company, acting jointly, shall 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 appoint a successor escrow agent within thirty (30) days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a Written Direction authorizing redelivery 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 and become vested with all the rights, powers, privileges and duties of the retiring Escrow Assets 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 Assets and shall pay all Escrow 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 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 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 thirty ten (3010) days’ prior written notice to Issuer Depositor, Recipient, and the Investor Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor Representatives shall jointly issue to the Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Assets Property 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 Assets Property and shall pay all Escrow Assets 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 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 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 thirty (30) 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 Issuer the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Purchaser and the Investor specifying the date when such resignation Seller, who shall take effect. Upon any such provide written notice of resignation, Issuer 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 Investor shall issue Seller are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent a Written Direction authorizing redelivery of the Escrow Assets 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 Purchaser. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 thirty ten (301O) days’ days prior written notice to Issuer the Company and the Investor Seller specifying the a date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor Company shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow 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 Assets Items and shall pay transfer all Escrow Assets Items 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 Company's rights therein) of all fees, costs fees 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 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 substantially all of all 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 If the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time time, in its sole discretion, deems it necessary or advisable to resign as Escrow Agent hereunder, it may do so by giving thirty (30) days’ prior written notice of such event to Issuer Parent, the Surviving Corporation and the Investor specifying Securityholder Representative and thereafter delivering the date when such resignation shall take effect. Upon Escrow Amount to any such notice of resignation, Issuer other escrow agent mutually agreed upon by Parent and the Investor shall issue Securityholder Representative as notified to the Escrow Agent a Written Direction authorizing redelivery in writing, and if no such escrow agent shall be designated by Parent and the Securityholder Representative within sixty (60) calendar days of such written notice, then the Escrow Assets Agent may do so by delivering the Escrow Amount either (a) to a any bank or trust company that has been located in the State of California which is willing to act as escrow agent hereunder in its place, or (b) if no such bank or trust company can be retained as within a reasonable period after such sixty (60) calendar day period after the delivery by the Escrow Agent of its written notice, to 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 Parent and Securityholder Representative or pursuant to clause (a) or (b) above or otherwise, hereinafter referred to as the "Successor Agent"). Parent and the Securityholder Representative may, at any time after the date hereof, agree in writing to substitute a Successor Agent hereunder prior to for the effective date of such resignation. The retiring Escrow Agent, whereupon the Escrow Agent shall transmit deliver the Escrow Amount to such Successor Agent. The fees of any Successor Agent shall be borne one-half by Parent and one-half by the Securityholder Representative on behalf of the Escrow Securityholders. Upon delivery of the Escrow Amount to the Successor Agent, (i) the Escrow Agent shall be discharged from any and all records pertaining responsibility or liability with respect to the Escrow Assets Amount (except as otherwise provided herein) and shall pay (ii) all Escrow Assets references herein to the successor escrow agent"Escrow Agent" shall, after making copies of where applicable, be deemed to include such records as the retiring Escrow Successor Agent deems advisable and after deduction and payment to the retiring Escrow such Successor 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 ▇▇▇▇▇▇ 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 thereafter become the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which for all or a majority purposes 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 heretoAgreement.

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 ten (3010) days’ prior written notice to Issuer and the Investor Depositor, specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor Depositor shall issue to the Escrow Agent a Written Depositor Direction authorizing redelivery of the Escrow Assets Shares to a bank or trust company that has been retained as successor to the 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 Assets Shares and shall pay remit all Escrow Assets 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 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 ▇▇▇▇▇▇ 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 the Escrow Agent 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 ten (3010) days’ days prior written notice to Issuer the Shareholder and the Investor 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, Issuer and the Investor Representatives jointly shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow 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 Assets Funds and shall pay all Escrow Assets 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 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 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 substantially all of all 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 thirty ten (3010) days’ days prior written notice to the Issuer and the Investor specifying the a date when such resignation shall take effect. Upon any such notice of resignation, the Issuer and the Investor shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow 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 Assets Funds and shall pay transfer all Escrow Assets 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 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 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 substantially all of all 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 thirty ten (3010) days’ prior written notice to Issuer Depositor, Recipient, and the Investor Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor Representatives shall jointly issue to the Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Assets Shares to a bank or trust company that has been retained as successor to the 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 Assets Shares and shall pay remit all Escrow Assets 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 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 ▇▇▇▇▇▇ 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 the Escrow Agent escrow agent under this Agreement without further act or consent of any party hereto.

Resignation of Escrow Agent. The 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 after the date hereof, upon thirty (30) days’ days prior written notice to Issuer and the Investor specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor shall issue to the Escrow Agent agree in writing to appoint a Written Direction authorizing redelivery of Successor Agent for the resigning or removed Escrow Assets to a bank or trust company that has been retained as successor to Agent, whereupon the Escrow Agent hereunder prior shall deliver the Escrow Funds to the effective date of such resignationSuccessor Agent as provided below. The retiring fees of any Successor Agent shall be borne severally by Buyer and Sellers. Upon receipt of the identity of the Successor Agent, the Escrow Agent shall transmit all records pertaining to either deliver the Escrow Assets and shall pay all Escrow 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 Agent's fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Funds (including court or any portion thereof), pending distribution, until all such fees, 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 ▇▇▇▇▇▇ 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 expense or other entity into which obligations are paid. Upon delivery of the Escrow Funds to the Successor Agent, (i) the Escrow Agent may shall be merged discharged from any and all responsibility or converted or liability with which it may be merged or consolidated, or any other entity respect to which all or a majority of all of the Escrow Funds (except as otherwise provided herein) and (ii) all references herein to the "Escrow Agent’s escrow business may " shall, where applicable, be transferred by sale of assets or otherwise, deemed to include such Successor Agent and such Successor Agent shall be thereafter become the Escrow Agent under for all purposes of this Agreement without further act or consent of any party heretoAgreement.

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 Issuer and the Investor specifying the date when such resignation shall take effectCompany. Upon any such notice If, as of resignation, Issuer and the Investor shall issue to the Escrow Agent a Written Direction authorizing redelivery of the Escrow 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 , 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 Assets Funds received, held and disbursed by Escrow Agent hereunder and shall pay deliver all Escrow Assets 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 reasonable outside 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 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 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 thirty (30) 30 days’ prior written notice to Issuer the Purchaser and the Investor 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, Issuer the Purchaser and the Investor Seller, acting jointly, shall 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 appoint a successor escrow agent within 30 days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a Written Direction authorizing redelivery 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 court of competent jurisdiction for the appointment of a successor escrow agent or 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 Assets 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 Assets and shall pay all Escrow 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 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 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 the Escrow Agent’s successor 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 heretoagent.

Resignation of Escrow Agent. The 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 after the date hereof, upon thirty (30) days’ days prior written notice to Issuer and the Investor specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor shall issue to the Escrow Agent agree in writing to appoint a Written Direction authorizing redelivery of Successor Agent for the resigning or removed Escrow Assets to a bank or trust company that has been retained as successor to Agent, whereupon the Escrow Agent hereunder prior shall deliver the Escrow Funds to the effective date of such resignationSuccessor Agent as provided below. The retiring fees of any Successor Agent shall be borne severally by Buyer and Sellers. Upon receipt of the identity of the Successor Agent, the Escrow Agent shall transmit all records pertaining to either deliver the Escrow Assets and shall pay all Escrow 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 Agent's fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Funds (including court or any portion thereof), pending distribution, until all such fees, 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 ▇▇▇▇▇▇ 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 expense or other entity into which obligations are paid. Upon delivery of the Escrow Funds to the Successor Agent, (i) the Escrow Agent may shall be merged discharged from any and all responsibility or converted or liability with which it may be merged or consolidated, or any other entity respect to which all or a majority of all of the Escrow Funds (except as otherwise provided herein) and (ii) all references herein to the "Escrow Agent’s escrow business may " shall, where applicable, be transferred by sale of assets or otherwise, deemed to include such Successor Agent and such Successor Agent shall be thereafter become the Escrow Agent under for all purposes of this Agreement without further act or consent of any party heretoAgreement.

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) ten days’ prior written notice to Issuer Trustee and Frontline. Such resignation will take effect upon the Investor specifying the date when such resignation shall take effectappointment of a successor Escrow Agent as provided below. Upon any such notice of resignation, Issuer Frontline will 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 $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 Agent, and the Investor shall issue to the retiring Escrow Agent a Written Direction authorizing redelivery of the Escrow Assets to a bank or trust company that has been retained 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 the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow 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 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 apply to a court of competent jurisdiction to appoint a successor Escrow Agent, and the costs of obtaining such appointment shall 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 reimbursable by Frontline and from 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 heretoFunds.

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 thirty (30) 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 Issuer the Escrow Agent; provided, such notice shall be given by both Sellers and the Investor specifying the date when such resignation shall take effectBuyer. Upon any such notice, a successor escrow agent shall be appointed by Sellers and Buyer, who shall provide written notice of resignationsuch 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, Issuer and the Investor shall issue to the Escrow Agent a Written Direction authorizing redelivery of the Escrow Assets 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 fifty percent (50%) by Sellers and fifty percent (50%) by Buyer. Upon receipt of the effective date identity of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Fund 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 thirty (30) days’ days prior written notice to Issuer the Managing Dealers and the Investor Company specifying the a date when such resignation shall take effect. Upon any such notice of resignation, Issuer the Managing Dealers and the Investor Company jointly shall issue to the Escrow Agent appoint a Written Direction authorizing redelivery of the Escrow 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 Assets Escrowed Funds and shall pay all Escrow Assets 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 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 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 substantially all of all 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 thirty ten (3010) days’ ' prior written notice to Issuer Parent and Stockholder Representative or may be removed, with or without cause, by Parent and 13 91 the Investor specifying Stockholder Representative, acting jointly, at any time by the date when such 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, Issuer Parent and Stockholder Representative, 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 $100,000,000, unless otherwise agreed by Parent and Stockholder Representative. Upon the Investor shall issue to acceptance in writing of any appointment as the Escrow Agent hereunder by a 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 Assets 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 Assets and shall pay all Escrow 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 succession in connection accordance with the performance of its duties and the exercise of its rights hereunderSection 10. 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 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 thirty (30) 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 Issuer the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Purchaser and the Investor specifying the date when such resignation Seller, who shall take effect. Upon any such provide written notice of resignation, Issuer 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 Investor shall issue Seller are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent a Written Direction authorizing redelivery of the Escrow Assets 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 Purchaser. Upon receipt of such resignation. The retiring the identity of the successor Escrow Agent, the Escrow Agent shall transmit all records pertaining to deliver the Escrow Assets and shall pay all Escrow Assets 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 thirty (30) 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 Issuer the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company and the Investor specifying the date when such resignation who shall take effect. Upon any such provide written notice of resignation, Issuer 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 shall issue are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent a Written Direction authorizing redelivery of may, in its sole discretion, deliver the Escrow Assets Property to the Investor at the address provided herein 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 Company. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 as such with respect to the performance of its duties hereunder Indemnification Escrow at any time by upon giving at least thirty (30) days’ prior written notice to Issuer and the Investor specifying the date when other parties; provided, however, that no such resignation shall take effectbecome 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. Upon any If the parties fail to agree on a successor Escrow Agent within such notice time, the Escrow Agent shall have the right to apply to a court of resignation, Issuer 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 the Investor shall issue deliver to the Escrow Agent a Written Direction authorizing redelivery 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 Escrow Assets to a bank or trust company that has been retained as successor to the predecessor Escrow Agent hereunder prior to the effective date of such resignationas if originally named as Escrow Agent herein. The retiring predecessor Escrow Agent shall transmit all records pertaining to promptly thereafter transfer or deliver the Escrow Assets Fund, a copy of this Agreement and shall pay all Escrow Assets any other documents delivered to or held by it pursuant to this Agreement or the Purchase Agreement to the successor escrow agent, after making copies of such records as the retiring Escrow Agent. The predecessor Escrow Agent deems advisable shall then be discharged from any further duties and after deduction and payment to liability under this Agreement, except for any liability of the retiring predecessor Escrow Agent under Section 10 of all feesthis Agreement, costs and expenses (including court costs and expenses and reasonable outside attorneys’ fees) which shall survive any resignation of the predecessor Escrow Agent 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 ▇▇▇▇▇▇ 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 until 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 expiration of any party heretoapplicable statute of limitations period.

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 twenty (3020) daysBusiness Days’ prior written notice to Issuer the Sellers and the Investor 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, Issuer the Sellers and the Investor Purchaser mutually shall issue agree upon and 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 $1,000,000,000, 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 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 Assets 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 Assets and shall pay all Escrow 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 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 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 Independent Accounting Firm Escrow Agreement. If the Sellers and the Purchaser are unable to agree upon a successor escrow agent, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or consent of any party heretofor other appropriate relief. The costs and expenses (including attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid 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’ calendar days prior written notice of such resignation to Issuer the Company and the Investor specifying the date when such resignation shall take effectTrustee. Upon any such notice, a successor escrow agent shall be appointed by the Company and the Trustee, who shall provide written notice of resignation, Issuer 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 Investor shall issue Trustee are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent a Written Direction authorizing redelivery of may, in its sole discretion, deliver the Escrow Assets Property to the Trustee at the address provided herein 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 reasonable out-of-pocket 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 Company. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 may, at any time time, resign by giving thirty (30) days’ prior written days advance notice in writing of such resignation (a “Notice of Resignation”) to Issuer Purchaser and the Investor Seller, specifying the a date when such resignation shall take effect. Upon any such notice If a successor Escrow Agent shall not have been appointed within thirty (30) days after the giving of resignationthe Notice of Resignation, Issuer or joint written instructions from Purchaser and the Investor shall issue Seller provided to the Escrow Agent a Written Direction authorizing redelivery of to deliver the Escrow Assets Amount to another person as provided below, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent either (i) may appoint a bank successor Escrow Agent of its own choice; or trust company that has been retained as successor to (ii) interplead the Escrow Agent hereunder prior to Amount with a court located in the effective date State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such resignationproceeding may be charged against and withdrawn from the Escrow Amount. The retiring Any appointment of a successor Escrow Agent shall transmit all records pertaining be binding upon Purchaser and Seller and no appointed successor Escrow Agent shall be an agent of Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Assets Amount (without any obligation to reinvest the same) and shall pay all Escrow Assets to deliver the same to any appointed successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable designated by Purchaser 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 bySeller, or expected to be incurred such other person designated by the retiring Escrow Agent Purchaser and Seller, or in connection accordance with the performance directions of its duties and the exercise a final court order, at which time of its rights hereunder. After any retiring ▇▇▇▇▇▇ delivery Escrow Agent’s resignationobligations hereunder shall cease and terminate, subject to 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 heretoSection 3(g).

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 thirty (30) 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 Issuer the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company and the Investor specifying the date when such resignation Dealer Manager who shall take effect. Upon any such provide written notice of resignation, Issuer 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 shall issue Dealer Manager are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent a Written Direction authorizing redelivery of may, in its sole discretion, deliver the Escrow Assets Property to the Company at the address provided herein 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 Company. Upon receipt of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets 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 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 reasonable outside 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 ▇▇▇▇▇▇ Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken Escrow Property 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 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 after the date hereof, upon thirty (30) days’ days prior written notice to Issuer and the Investor specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor shall issue to the Escrow Agent agree in writing to appoint a Written Direction authorizing redelivery of Successor Agent for the resigning or removed Escrow Assets to a bank or trust company that has been retained as successor to Agent, whereupon the Escrow Agent hereunder prior shall deliver the Escrow Funds to the effective date of such resignationSuccessor Agent as provided below. The retiring fees of any Successor Agent shall be borne severally by Buyer and Seller. Upon receipt of the identity of the Successor Agent, the Escrow Agent shall transmit all records pertaining to either deliver the Escrow Assets and shall pay all Escrow 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 Agent's fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Funds (including court or any portion thereof), pending distribution, until all such fees, 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 ▇▇▇▇▇▇ 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 expense or other entity into which obligations are paid. Upon delivery of the Escrow Funds to the Successor Agent, (i) the Escrow Agent may shall be merged discharged from any and all responsibility or converted or liability with which it may be merged or consolidated, or any other entity respect to which all or a majority of all of the Escrow Funds (except as otherwise provided herein) and (ii) all references herein to the "Escrow Agent’s escrow business may " shall, where applicable, be transferred by sale of assets or otherwise, deemed to include such Successor Agent and such Successor Agent shall be thereafter become the Escrow Agent under for all purposes of this Agreement without further act or consent of any party heretoAgreement.

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 ten (3010) days’ prior written notice to Issuer Buyer Representative and the Investor Seller Representative specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer the Buyer Representative and the Investor Seller Representative shall issue to the Escrow Agent a Written Direction authorizing redelivery of the Escrow 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 Assets and shall pay deliver all Escrow 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 ▇E▇▇▇▇▇ 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 thirty ten (3010) days’ prior written notice to Issuer Indemnitor Representative, Indemnitee and the Investor Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, Issuer and the Investor Representatives shall jointly issue to the Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Assets Shares to a bank or trust company an escrow agent 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 Assets Shares and shall pay transfer all Escrow Assets 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 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 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 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 thirty (30) days’ days prior written notice to Issuer Regent and the Investor specifying the date when such resignation shall take effect. Upon any such notice of resignationAcquiror; and thereafter, Issuer and the Investor shall issue subject to the right of Escrow Agent a Written Direction authorizing redelivery to be paid its reasonable fees for services and to be compensated for its proper expenses and costs, the resignation of the Escrow 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 become effective and it shall deliver any remaining money held by it in connection therewith upon the joint written order of the parties hereto, and, upon the delivery of such money against the written receipt thereof by the party so designated, Escrow Agent shall be fully released and acquitted of any further obligation and responsibility under the Escrow Assets Agreement. Within 30 days after receiving such notice, Acquiror and shall pay all Regent jointly will appoint a successor escrow agent to which Escrow Assets Agent may distribute the property then held hereunder, less Escrow Agent's accrued fees and reasonable costs and expenses. Escrow Agent hereby agrees to use commercially reasonable efforts to comply with the issuing bank's conditions for transfer of the Letter of Credit to a successor escrow agent. If a successor escrow agent has not been appointed or has not accepted such appointment by the end of such 30-day period, Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, after making copies of such records as and Acquiror and Regent will pay the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all feesreasonable costs, costs and expenses (including court costs and expenses and reasonable outside attorneys’ fees) or any other amount payable to, ' fees which are incurred by, or expected to be incurred by the retiring Escrow Agent in connection with such proceeding. Notwithstanding the performance above, if a transfer of the Letter of Credit is prohibited by its duties and terms, or if the exercise Letter of its rights hereunder. After any retiring ▇▇▇▇▇▇ Agent’s resignationCredit does not expressly permit a subsequent holder to draw on such Letter of Credit, 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 then Escrow Agent under this Agreement. Any corporation or other entity into shall not deliver the Letter of Credit to the clerk for any such court, but instead either (i) Acquiror shall arrange for the replacement of such Letter of Credit with another Letter of Credit permitting such transfer and permitting the subsequent holder to draw on the replacement Letter of Credit in accordance with the terms hereof and as specified in the replacement Letter of Credit (which shall be on the same terms and conditions contained in the Letter of Credit), in which event the Escrow Agent may be merged or converted or deposit such replacement Letter of Credit with which it may be merged or consolidatedthe clerk of any such court, 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 (ii) the Escrow Agent under this Agreement without further act or consent shall draw on such non-transferable Letter of any party heretoCredit and deliver the proceeds to the clerk of such court.