Common use of Amendment; Resignation Clause in Contracts

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving written notice to such effect to the Issuer. Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. 6.1 This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving for any reason upon five business days' written notice to such effect to the Issuer. Upon Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the escrow amounts, but its only duty shall be to hold the escrow accounts until they clear the banking system and the Fund for a period of not more than five business days following the effective date of such termination resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof shall have been given to the resigning escrow agent by the Issuer and such successor escrow agent, then the resigning escrow agent shall pay over to the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or resignation(b) if the resigning escrow agent shall not have received written notice signed by the Issuer and a successor escrow agent, then the resigning escrow agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction therefrom, and the resigning Escrow Agent shall promptly notify the Issuer of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Deposited Proceeds to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Issuer in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent Escrow Agent or distribution of the Fund Deposited Proceeds pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Underwriter and the Escrow Agent. 6.1 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any actual expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving written notice to such effect to the Issuer. Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ ' notice of termination or (B) to the other parties hereto of the Escrow Agent’s 's written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s 's sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. 7.1 This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving for any reason upon fourteen (14) days' written notice to such effect to the Issuer. Upon Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the escrow amounts, but its only duty shall be to hold the escrow accounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such termination resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof shall have been given to the resigning escrow agent by the Issuer and such successor escrow agent, then the resigning escrow agent shall pay over to the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or resignation(b) if the resigning escrow agent shall not have received written notice signed by the Issuer and a successor escrow agent, then the resigning escrow agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction therefrom, and the resigning escrow agent shall promptly notify the Issuer of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 9.1 hereof, the resigning Escrow Agent escrow agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 67.1.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Placement Agent and the Escrow Agent. 6.1 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Placement Agent. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Placement Agent and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any actual expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the Company, or at any time Issuer and a successor escrow agent then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the underwriter for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason three (3) business days after giving written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice to such effect shall promptly refund the amount in the Fund to the Issuer. Upon any such termination , without interest thereon or resignationdeduction therefrom; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Underwriter and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. 6.1 This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Underwriter and the Escrow Agent. 6.2 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to make any disbursement or otherwise dispose of the Escrow Amount, but its only duty shall be to hold the Escrow Amount until they clear the banking system for a period of not more than five (5) Business Days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Escrow Amount, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent shall promptly deposit the Escrow Amount with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent may resign by giving written notice to such effect to of the Issuer. Upon Escrow Amount with the Clerk of any such termination or resignationcourt, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdictionand released from all liability hereunder. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any actual and reasonable expenses incurred in connection with its resignation, transfer of the Fund Escrow Amount to a successor escrow agent or distribution of the Fund Escrow Amount pursuant to this Section 6.

Amendment; Resignation. This Agreement and/or the terms of the Offering may be altered or amended only with the written consent of the parties heretoCompany, the Underwriter and the Escrow Agent. The Should the Company and/or the Underwriter attempt to change the Agreement and/or the terms of the Offering in a manner which, in the Escrow Agent's sole opinion, is undesirable, the Escrow Agent may resign as Escrow Agent upon 2 days written notice to the Company and the Underwriter; otherwise, it may resign as Escrow Agent at any time upon 3 days written notice to the Company and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of or adjust the Fund, but its only duty shall be to hold the fund for a period of not more than five (5) business days until a successor escrow agent shall be appointed and any written notice thereof (including the name and address of the such successor escrow agent) at any time may shall be discharged from its duties and obligations hereunder given to the resigning Escrow Agent by the delivery Company, the Underwriter and such successor escrow agent. At such time, the resigning Escrow Agent's only duty shall be to it pay over to the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement. If at the end of a the period of five (5) business days the resigning Escrow Agent shall not have received written notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving written notice to such effect to Underwriter and a successor escrow agent, then the Issuer. Upon any such termination or resignation, the resigning Escrow Agent shall deliver promptly refund to each prospective investor the Escrowed Amounts amount actually received from such prospective investor, without interest thereon or deduction therefrom, and the Fund to any successor escrow agent jointly designated by resigning Escrow Agent shall notify the other parties hereto Company and the Underwriter in writing, or to any court writing of competent jurisdiction if no such successor escrow agent is agreed uponits liquidation and distribution of the Fund, whereupon the Escrow Agent shall be discharged relieved of and from any and all further obligations arising in connection with under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 paragraph 7 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company and the Underwriter for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6Fund.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, [_________] and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days’ written notice to the Issuer and [__________]. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, [_________] and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time [__________] and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and [_________] in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and [_________] for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoCompany and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days' written notice to the Company. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time, (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of the successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Company and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or, (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyCompany and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount of the Deposited Proceeds to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Company in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 7 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent or distribution of the Fund Deposited Proceeds pursuant to this Section 65.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by both the CompanyCompany and the Underwriter, or at any time the Escrow Agent may resign by giving written notice to such effect to the IssuerIssuer and the Underwriter. Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (iI) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ ' notice of termination or (B) to the other parties hereto of the Escrow Agent’s 's written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s 's sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretolssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery lssuer and such successor Escrow Agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the Companylssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the lssuer in writing of its liquidation and distribution of the fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relived of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer lssuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon fifteen (15) business days’ written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Shares, but its only duty shall be to hold the deposited Shares for a period of not more than five (5) business days following the effective date of such resignation, at which time the successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery to it of a notice of termination signed by Issuer and such successor escrow agent, then the Company, or at any time the Escrow Agent may resign by giving written notice to such effect to the Issuer. Upon any such termination or resignation, the resigning Escrow Agent shall deliver over to the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto Shares, less any portion thereof previously delivered in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the accordance with this Agreement. The Escrow Agent shall be discharged relieved of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Shares to a successor escrow agent or distribution of the Fund Shares pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent pursuant to a separate written instrument which specifically references this Agreement and which is signed by the Issuer and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Deposited Proceeds to such effect to each prospective Investor without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Issuer in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent Escrow Agent or distribution of the Fund Deposited Proceeds pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Deposited Proceeds to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Issuer in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent Escrow Agent or distribution of the Fund Deposited Proceeds pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Underwriter and the Escrow Agent. 6.1 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to make any disbursement or otherwise dispose of the Escrow Amount, but its only duty shall be to hold the Escrow Amount until they clear the banking system for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Escrow Amount, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent shall promptly deposit the Escrow Amount with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent may resign by giving written notice to such effect to of the Issuer. Upon Escrow Amount with the Clerk of any such termination or resignationcourt, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdictionand released from all liability hereunder. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any actual and reasonable expenses incurred in connection with its resignation, transfer of the Fund Escrow Amount to a successor escrow agent or distribution of the Fund Escrow Amount pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice to such effect shall promptly refund the Deposited Proceeds to the Issuer. Upon any such termination or resignationprospective purchasers and the resigning Escrow Agent shall notify the Issuer in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent Escrow Agent or distribution of the Fund Deposited Proceeds pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which tine (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Best Efforts Underwriter and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Best Efforts Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Fund, but its only duty shall be to hold the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery to it of a Issuer, the Best Efforts Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Best Efforts Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly but in no event later than five (5) days refund the amount in the Fund to such effect to each prospective purchaser, together with any investment income received thereon, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Issuer and the Best Efforts Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Best Efforts Underwriter for any reasonable expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoCompany and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days written notice to the Company. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Company and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyCompany and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Deposited Proceeds to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Company in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent Escrow Agent or distribution of the Fund Deposited Proceeds pursuant to this Section 6.

Amendment; Resignation. 7.1. This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving for any reason upon fourteen (14) days' written notice to such effect to the Issuer. Upon Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the escrow amounts, but its only duty shall be to hold the escrow accounts until they clear the banking system and the Fund for a period of not more that five (5) business days following the effective date of such termination resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof shall have been given to the resigning escrow agent by the Issuer and such successor escrow agent, then the resigning escrow agent shall pay over to the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or resignation(b) if the resigning escrow agent shall not have received written notice signed by the Issuer and a successor escrow agent, then the resigning escrow agent shall promptly notify the Issuer of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with obligation and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 9.1 hereof, the resigning Escrow Agent escrow agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 67.1.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Underwriter and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days’ written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 9 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Placement Agent. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Placement Agent and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Joint Bookrunning Manager and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days’ written notice to the Issuer and the Joint Bookrunning Manager. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Joint Bookrunning Manager and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Joint Bookrunning Manager and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Joint Bookrunning Manager in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Joint Bookrunning Manager for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoCompany, the QIU and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Company and the QIU. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Company and the QIU and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyCompany and the QIU and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Company and the QIU in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section Article 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company for any reasonable expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section Article 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Placement Agent. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Placement Agent and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days’ written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor Escrow Agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relived of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended ---------------------- only with the written consent of the parties heretoIssuer, the Underwriter and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Xxxxxx Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Xxxxxx Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days prior written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Deposited Proceeds to such effect to each purchaser of Shares without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Issuer in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof10 of this Agreement, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent or distribution of the Fund Deposited Proceeds pursuant to this Section 68.

Amendment; Resignation. 6.1 This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving for any reason upon five business days' written notice to such effect to the Issuer. Upon Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the escrow amounts, but its only duty shall be to hold the escrow accounts until they clear the banking system and the Fund for a period of not more than five business days following the effective date of such termination resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof shall have been given to the resigning escrow agent by the Issuer and such successor escrow agent, then the resigning escrow agent shall pay over to the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or resignation(b) if the resigning escrow agent shall not have received written notice signed by the Issuer and a successor escrow agent, then the resigning escrow agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction therefrom, and the resigning Escrow Agent shall promptly notify the Issuer of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. EXHIBIT 10.1 - continued Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoCompany, the Escrow Agent and HCFP/Brenner Securities, LLC. The Exxxxx Agent may resign for any reason upon three (3) business days' written notice to the Company. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Funds, but its only duty shall be to hold the Escrow Funds for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed by the Company and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving written notice to Company and such effect to the Issuer. Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, then the resigning Escrow Agent shall pay over to the successor escrow agent the Escrow Agent’s sole responsibility after that time Funds, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall be to keep not have received written notice signed by the Escrowed Amounts or the Fund safe until receipt of a designation of Company and a successor escrow agent or a joint written disposition instruction by agent, then the other parties hereto or an enforceable order resigning Escrow Agent shall promptly pay the Escrow Funds to the Clerk of a court of competent jurisdiction, and the resigning Escrow Agent shall promptly notify the other parties hereto in writing of its payment to such Clerk; whereupon, in either case, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. Without limiting the provisions of Section Sections 8 and 9 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company for any reasonable expenses incurred in connection with its resignation, transfer of the Fund Escrow Funds to a successor escrow agent or distribution of the Fund Escrow Funds pursuant to this Section 67.

Amendment; Resignation. This Escrow Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Placement Agent and the Escrow Agent. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving for any reason upon ten (10) business days' written notice to such effect to the IssuerIssuer and the Placement Agent. Upon any such termination or resignationAfter giving notice of its resignation as aforesaid, the Escrow Agent shall deliver hold the Escrowed Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) shall have been given to the resigning Escrow Agent by the Issuer, the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Escrow Agreement; or (b) if the resigning Escrow Agent shall not have received written notice signed by the Issuer, the Placement Agent and a successor escrow agent, then the resigning Escrow Agent shall promptly refund the amount in the Fund to any successor escrow agent jointly designated by each Investor, without interest thereon or deduction therefrom, and the other parties hereto resigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writingwriting of its liquidation and distribution of the Fund; whereupon, or to any court of competent jurisdiction if no such successor escrow agent is agreed uponin either case, whereupon the Escrow Agent shall be discharged relieved of and from any and all further obligations arising in connection with and released from all Liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Underwriter and the Escrow Agent. 6.1. The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any actual expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Securities or the Deposited Proceeds, but its only duty shall be to hold the Deposited Securities or the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Securities and Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the Deposited Proceeds to such effect each subscribing Stockholder without interest thereon or deduction therefrom, shall promptly forward the Deposited Securities to Issuer and shall notify the Issuer. Upon any such termination or resignationIssuer in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Securities and Deposited Proceeds to a successor escrow agent Escrow Agent or distribution of the Fund Deposited Securities and Deposited Proceeds pursuant to this Section 6.

Amendment; Resignation. a) This Agreement may be altered modified or amended only in writing and with the written consent of all of the parties heretoParties. The Escrow Agent (and any successor escrow agent) may resign as Escrow Agent at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving upon five (5) days’ written notice to such effect to the Issuer. Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto hereto. In the case of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time its only duty shall be to keep hold and dispose of the Escrowed Amounts or Parent Common Stock in accordance with the Fund safe original provisions of this Agreement until receipt of a designation of a successor escrow agent shall be appointed and written notice of the name and address of such successor escrow agent shall be given to the Escrow Agent by Parent and the Securityholders’ Representative or in accordance with the directions of a joint written disposition instruction by the other parties hereto final court order or an enforceable order judgment of a court of competent jurisdiction; whereupon the Escrow Agent’s only duty shall be to deliver to the successor escrow agent the shares of Parent Common Stock remaining in the Escrow Fund at such time. Without limiting Upon delivery of the shares of the Parent Common Stock, Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a Sections 5 and 6 hereunder. Any successor escrow agent shall be appointed hereunder by the Securityholders’ Representative, subject to the approval of Parent, which approval shall not be unreasonably delayed or distribution withheld. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Fund pursuant to this Section 6with any court in the Southern District of New York it deems reasonably appropriate.

Amendment; Resignation. 6.1 This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Underwriter and the Escrow Agent. 6.2 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to make any disbursement or otherwise dispose of the Escrow Amount, but its only duty shall be to hold the Escrow Amount until they clear the banking system for a period of not more than five (5) Business Days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Escrow Amount, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Exxxxx Agent shall promptly deposit the Escrow Amount with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent may resign by giving written notice to such effect to of the Issuer. Upon Escrow Amount with the Clerk of any such termination or resignationcourt, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdictionand released from all liability hereunder. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any actual and reasonable expenses incurred in connection with its resignation, transfer of the Fund Escrow Amount to a successor escrow agent or distribution of the Fund Escrow Amount pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by both the CompanyIssuer and the Lender, or at any time the Escrow Agent may resign by giving written notice to such effect to the IssuerIssuer and the Lender. The Lender (and any successor Lender) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Issuer and the Escrow Agent, or at any time the Lender may resign by giving written notice to such effect to the Issuer and the Escrow Agent. Upon any such termination or resignationresignation of the Escrow Agent, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection connections with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time time, the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 6 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 65.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign for any reason upon five (5) business days' written notice to the Issuerand the Placement Agent. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwisedispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Placement Agent and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Placement Agents and the Escrow Agent. 6.1 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Placement Agents. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Placement Agents and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Placement Agents and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Placement Agents in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agents for any actual expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by both the CompanyCompany and the Underwriter, or at any time the Escrow Agent may resign by giving written notice to such effect to the IssuerIssuer and the Underwriter. Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (iI) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ " notice of termination or (B) to the other parties hereto of the Escrow Agent’s Agent"s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s Agent"s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Underwriter and the Escrow Agent. 6.1 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Xxxxxx Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Xxxxxx Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any actual expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Securities, but its only duty shall be to hold the Deposited Securities for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall deliver to it of a the successor escrow agent the Deposited Securities, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice to such effect shall promptly deliver the Deposited Securities to the Issuer. Upon any such termination or resignation, and the resigning Escrow Agent shall notify the Issuer in writing of its liquidation and distribution of the Deposited Securities; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 6 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Securities to a successor escrow agent Escrow Agent or distribution of the Fund Deposited Securities pursuant to this Section 64.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoParties and the Escrow Agent. The Escrow Agent may resign for any reason upon thirty (30) days' written notice to the Parties. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Fund, but its only duty shall be to hold the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving written notice to such effect shall have been given to the Issuer. Upon any such termination or resignationresigning Escrow Agent, the Escrow Agent shall deliver pay over to the Escrowed Amounts successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice signed by the Parties and a successor escrow agent, then the resigning Escrow Agent shall promptly refund the amount in the Fund to any successor escrow agent jointly designated by each prospective purchaser, together without interest thereon or deduction therefrom, and the other parties hereto resigning Escrow Agent shall notify the Parties, in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed uponits liquidation and distribution of the Fund; whereupon, whereupon in either case, the Escrow Agent shall be discharged relieved of all further obligations and released from any and all further obligations arising in connection with liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Parties and the Parties shall be liable for any expenses incurred in connection with its the Escrow Agent's resignation, the transfer of the Fund to a successor escrow agent or the distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, Escrow Agent and the Subscribers Representative. The Escrow Agent may resign for any reason upon five (5) business days’ written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, then the resigning Escrow Agent shall deliver over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and the Subscribers Representative, or at any time and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective subscriber, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign for any reason upon five (5) business days’ written notice to the Issuer and the Placement Agent. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer or the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall deliver over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer or the Placement Agent, or at any time and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by both the CompanyCompany and the Underwriter, or at any time the Escrow Agent may resign by giving written notice to such effect to the IssuerIssuer and the Underwriter. Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ ' notice of termination or (B) to the other parties hereto of the Escrow Agent’s 's written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s 's sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant spursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days prior written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Deposited Proceeds to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Issuer in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof9 of this Agreement, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent or distribution of the Fund Deposited Proceeds pursuant to this Section 67.

Amendment; Resignation. This Escrow Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Placement Agent and the Escrow Agent. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving for any reason upon ten (10) business days' written notice to such effect to the IssuerIssuer and the Placement Agent. Upon any such termination or After giving notice of its resignation, the Escrow Agent shall deliver hold the Escrowed Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) shall have been given to the resigning Escrow Agent by the Issuer, the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Escrow Agreement; or (b) if the resigning Escrow Agent shall not have received written notice signed by the Issuer, the Placement Agent and a successor escrow agent, then the resigning Escrow Agent shall promptly refund the amount in the Fund to any successor escrow agent jointly designated by each Investor, without interest thereon or deduction therefrom, and the other parties hereto resigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writingwriting of its liquidation and distribution of the Fund; whereupon, or to any court of competent jurisdiction if no such successor escrow agent is agreed uponin either case, whereupon the Escrow Agent shall be discharged relieved of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 8.0 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 66.0.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of Secured Party, Designee, Debtor and the parties heretoEscrow Agent. The Escrow Agent (may resign for any reason upon three business days' notice to the Secured Party and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time Debtor. Should the Escrow Agent may resign by giving written notice as herein provided, he shall not thereafter be required to such effect take any action with respect to the Issuer. Upon any Funds and/or the Escrowed Documents, but his only duty shall be to hold the Funds and/or the Escrowed Documents then remaining in his possession or control for a period of not more than five business days following the effective date of such termination or resignation, at which time (a) if a successor escrow agent (the "Successor Escrow Agent") shall have been appointed and notice thereof (including the name and address of the Successor Escrow Agent) shall have been given to the resigning Escrow Agent by Secured Party, Debtor and the Successor Escrow Agent, the Escrow Agent shall deliver the Funds and/or the Escrowed Amounts Documents then remaining in his possession or control to the Fund to any successor escrow agent jointly designated Successor Escrow Agent; or (b) if the resigning Escrow Agent shall not have received written notice signed by Secured Party, Debtor and the other parties hereto Successor Escrow Agent within the aforesaid five-business-day period, then the resigning Escrow Agent shall promptly deposit the Funds and/or the Escrowed Documents then remaining in writing, his possession or to any control with the Clerk of a court of competent jurisdiction if no in a proceeding to which all parties in interest are joined and notify Secured Party and Debtor of his delivery of the Funds and/or the Escrowed Documents then remaining in his possession or control; whereupon, in such successor escrow agent is agreed uponevent, whereupon the Escrow Agent shall be discharged relieved of all further obligations and released from any and all further obligations arising in connection with liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereofbelow, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Secured Party and Debtor, and Secured Party and Debtor shall be liable for any expenses incurred in connection with its the Escrow Agent's resignation, the delivery of the Funds and transfer of the Fund Escrowed Documents to a successor escrow agent the Successor Escrow Agent or the disbursement of the Funds and/or distribution of the Fund Escrowed Documents pursuant to this Section 67.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Joint Bookrunning Manager and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Joint Bookrunning Manager. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Joint Bookrunning Manager and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Joint Bookrunning Manager and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Joint Bookrunning Manager in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Joint Bookrunning Manager for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Underwriter and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Fund, but its only duty shall be to hold the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery to it of a notice of termination signed by Issuer, the CompanyUnderwriter and such successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoInvestors, the Issuer, the Selling Agent and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer, the Investors and the Selling Agent. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Investors, the Issuer, the Investors, the Selling Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Investors, the Selling Agent and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the resigning Escrow Agent shall promptly notify the Issuer. Upon any such termination or resignation, the Investors and the Selling Agent in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 9 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Selling Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 68.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon thirty (30) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds for a period of not more than thirty (30) business days following the effective date of such registration, at which time (a) if a successor escrow agent shall have been appointed and any written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssue and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Deposited Proceeds to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Issuer in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent Escrow Agent or distribution of the Fund Deposited Proceeds pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Underwriter and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been give to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon seven (7) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Deposited Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period of not more than ten (10) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and any written notice hereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Deposited Proceeds, less any portion thereof previously paid out in accordance with this Agreement, or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Deposited Proceeds to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall notify the Issuer in writing of its liquidation and distribution of the Deposited Proceeds; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund Deposited Proceeds to a successor escrow agent Escrow Agent or distribution of the Fund Deposited Proceeds pursuant to this Section 6.

Amendment; Resignation. a. This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Investors and the Escrow Agent. b. The Escrow Agent may resign for any reason upon fifteen (15) business days written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Investors for any actual expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretolssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days’ written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery lssuer and such successor Escrow Agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the Companylssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect each prospective purchaser, without interest thereon (except as to subscriptions from residents of Ohio, Pennsylvania and Tennessee) or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the lssuer in writing of its liquidation and distribution of the fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relived of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer lssuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent may resign for any reason upon (3) business days' written notice to the Issuer and the Placement Agent. Should the Escrow Agent resign as herein provided it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund but its only duty shall be to hold the Escrow Amounts until they clear the banking system for a period of not more than five (5) business days following the effective date of such resignation, at which time: (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and a successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the amount in the Fund; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Placement Agent and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each Purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. 6.1 This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Placement Agent and the Escrow Agent. 6.2 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Placement Agent. Should the Escrow Agent resign as herein provided, it shall not be required to make any disbursement or otherwise dispose of the Escrow Amount, but its only duty shall be to hold the Escrow Amount until they clear the banking system for a period of not more than five (5) Business Days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Escrow Amount, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Placement Agent and a successor escrow agent, then the resigning Escrow Agent shall promptly deposit the Escrow Amount with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent may resign by giving written notice to such effect to of the Issuer. Upon Escrow Amount with the Clerk of any such termination or resignationcourt, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdictionand released from all liability hereunder. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any actual and reasonable expenses incurred in connection with its resignation, transfer of the Fund Escrow Amount to a successor escrow agent or distribution of the Fund Escrow Amount pursuant to this Section 6.

Amendment; Resignation. 6.1 This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving for any reason upon five business days’ written notice to such effect to the Issuer. Upon Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the escrow amounts, but its only duty shall be to hold the escrow accounts until they clear the banking system and the Fund for a period of not more than five business days following the effective date of such termination resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof shall have been given to the resigning escrow agent by the Issuer and such successor escrow agent, then the resigning escrow agent shall pay over to the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or resignation(b) if the resigning escrow agent shall not have received written notice signed by the Issuer and a successor escrow agent, then the resigning escrow agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction therefrom, and the resigning Escrow Agent shall promptly notify the Issuer of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign for any reason upon five (5) business days' written notice to the Issuer and the Placement Agent. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer or the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall deliver over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer or the Placement Agent, or at any time and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer, the Underwriter and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties heretoIssuer and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of notmore than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser, without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Underwriter and the Escrow Agent. 6.1 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Xxxxxx Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Xxxxxx Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court berelieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any actual expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation. 6.1 This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer, the Underwriter and the Escrow Agent. 6.2 The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to make any disbursement, release or otherwise dispose of the Escrow Amount, but its only duty shall be to hold the Escrow Amount until they clear the banking system for a period of not more than five (5) Business Days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Escrow Amount, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer, or at any time the Underwriter and a successor escrow agent, then the resigning Exxxxx Agent shall promptly deposit the Escrow Amount with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent may resign by giving written notice to such effect to of the Issuer. Upon Escrow Amount with the Clerk of any such termination or resignationcourt, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdictionand released from all liability hereunder. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any actual and reasonable expenses incurred in connection with its resignation, transfer of the Fund Escrow Amount to a successor escrow agent or distribution of the Fund Escrow Amount pursuant to this Section 6.

Amendment; Resignation. a) This Agreement may be altered or amended only with the written consent of the parties hereto. Issuer and the Escrow Agent. b) The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and any the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) at any time may be discharged from its duties and obligations hereunder shall have been given to the resigning Escrow Agent by the delivery Issuer and such successor escrow agent, then the resigning Escrow Agent shall pay over to it of a the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice of termination signed by the CompanyIssuer and a successor escrow agent, or at any time then the resigning Escrow Agent may resign by giving written notice shall promptly refund the amount in the Fund to such effect to each prospective purchaser without interest thereon or deduction therefrom, and the Issuer. Upon any such termination or resignationresigning Escrow Agent shall promptly notify the Issuer in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court be relieved of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with and released from all liability under this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Dealer-Manager for any actual expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.