Common use of Resignation and Removal of the Escrow Agent Clause in Contracts

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller and Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such escrow agent of the Escrow Fund at any time, with or without cause, by giving at least thirty (30) calendar days’ prior written notice to each of Purchaser and the Sellers’ Representative, such resignation to be effective thirty (30) days following the giving of prior written date such notice thereof to Seller and Purchaseris given. In addition, Purchaser and the Sellers’ Representative may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Purchaser and the Sellers’ Representative (which may be removed and replaced on a date designated executed in a written instrument signed by Seller and Purchaser and delivered counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. Notwithstanding In the foregoing, no event of any such resignation or removal removal, a successor escrow agent, which shall be effective until a bank or trust company organized under the laws of the United States of America or of the State of New York having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser on the terms of this Agreement with the written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has acknowledged its appointment as such as provided in paragraph not been appointed within thirty (c30) below. In either event, upon days after notice of the effective date of such Escrow Agent’s resignation or removalremoval the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the escrow agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the property comprising the Escrow Fund then held hereunder to such the successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller the Company and PurchaserInvestor. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Company and Purchaser Investor and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or r removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund and the Stock Certificate to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Company and Purchaser Investor are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to depository institution or trust company that is designated in subclause (A) writing by the Investor and is incorporated under the laws of clause (iii) the United States of paragraph (a) America, any State thereof or the District of Section 3Columbia and has total assets in excess of U.S. $500 million. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow FundFund and the Stock Certificate, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 65, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such from the performance of its duties hereunder at any time by giving thirty (30) calendar days following the giving of days' prior written notice thereof to Seller and Purchaser. In addition, the Escrow Agent parties or may be removed and replaced on removed, with or without cause, by the parties, acting jointly, by furnishing a date designated in a written instrument signed by Seller and Purchaser and delivered Joint Written Direction to the Escrow Agent. Notwithstanding , at any time by the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such giving of ten (10) days' prior written notice to the Escrow Agent as provided in paragraph (c) herein below. In either event, upon the effective date Upon any such notice of such resignation or removal, the representatives of the Investor and the Company identified in Sections 15a.(iv) and 15b.(iv), below, jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000.00. Upon the acceptance in writing of any appointment of the Escrow Agent hereunder by a successor Escrow Agent, such successor the Escrow Agent shall deliver thereupon succeed to and become vested with all the property comprising rights, powers, privileges and duties of the retiring Escrow Agent , and the retiring the Escrow Fund Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it i the Escrow Funds to the successor escrow agentEscrow Agent, together with after making copies of such records maintained as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 exercise of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agentrights hereunder.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such from the performance of its duties hereunder at any time by giving thirty (30) calendar days following days' prior written notice to Parent and the Stockholder Representatives or may be removed, with or without cause, by Parent at any time by the giving of thirty (30) days' prior written notice thereof to Seller and Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such Such resignation or removal shall be effective until take effect upon the appointment of a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) belowherein. In either event, upon the effective date Upon any such notice of such resignation or removal, Parent and the Escrow Agent Stockholder Representatives shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If appoint a successor escrow agent hereunder, which shall not have acknowledged its be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000. Upon the acceptance in writing of any appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on Agent hereunder by a successor escrow agent, or for any other reason, the Escrow Agent may select a such successor escrow agent shall thereupon succeed to and any such resulting appointment shall be binding upon become vested with all the rights, powers, privileges and duties of the parties to this Agreementretiring Escrow Agent, provided that any such successor selected by and the retiring Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of discharged from its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities duties and obligations under this Agreement, subject but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than thirty (30) calendar days following the giving of prior written notice thereof to Seller the Shareholders and PurchaserParent. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Shareholders and Purchaser Parent and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising Escrow Shares and any dividends and other distributions received in respect thereof and not previously distributed to Parent or the Escrow Fund Shareholders, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund Shares as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Shareholders and Purchaser Parent are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent (which shall be a depositary institution or trust company with offices in New York, New York having combined capital and surplus of at least $100 million) and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising Escrow Shares and dividends and other distributions received in respect thereof and not previously distributed to Parent or the Escrow FundShareholders, together with earnings thereon, if any, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iiiii) of Section 6SECTION 7, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following from the performance of its duties hereunder at any time by giving of 10 days’ prior written notice thereof to Seller and Purchaserthe Parties. In addition, the The Escrow Agent may be removed and replaced on a date designated in a as Escrow Agent hereunder, with or without cause, by the Parties, acting collectively, by furnishing collective written instrument signed instructions to the Escrow Agent, at any time by Seller and Purchaser and delivered the giving of 10 days’ prior written notice to the Escrow Agent. Notwithstanding the foregoing, no such Such resignation or removal shall be effective until take effect upon the appointment of a successor escrow agent has acknowledged its appointment as such Escrow Agent or upon payment of the Escrow to the registry of court of competent jurisdiction, as provided in paragraph (c) herein below. In either eventUpon any such notice of resignation or removal, upon the effective Parties shall collectively appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000. If TAS and TIMCO have not collectively appointed a successor Escrow Agent within twenty (20) days after the date of such notice of the Escrow Agent’s resignation or removal, the Escrow Agent shall deliver the property comprising Escrow to the Escrow Fund to such successor escrow agent, together with such records maintained by registry of a court of competent jurisdiction. Upon the acceptance in writing of any appointment as the Escrow Agent in connection with its duties hereunder and other information with respect to the by a successor Escrow Fund as Agent, such successor may reasonably request. (b) If a successor escrow agent Escrow Agent shall not have acknowledged its appointment as such as provided thereupon succeed to and become vested with all the rights, powers, privileges and duties previously vested in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select who has resigned or has been removed (the “Retiring Escrow Agent”), including delivery of such funds to the registry of a successor escrow agent and any such resulting appointment shall be binding upon all court of competent jurisdiction. Upon the effectiveness of the parties to this AgreementRetiring Escrow Agent’s resignation or removal, provided that any such successor selected by the Retiring Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of discharged from its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities duties and obligations under this Agreement, subject but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to the proviso contained in clause (iii) effectiveness of Section 6such resignation or removal. After the effectiveness of the Retiring Escrow Agent’s resignation or removal, and such successor escrow agent the provisions of this Agreement shall for all purposes hereof inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow AgentAgent under this Agreement.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as escrow agent at any time, with or without cause, with respect to the Escrow Fund by giving at least 30 days’ prior written notice to each of Purchaser and the Sellers’ Representative, such thirty (30) calendar resignation to be effective 30 days following the giving of prior written date such notice thereof to Seller and Purchaseris given. In addition, Purchaser and the Sellers’ Representative may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Purchaser and the Sellers’ Representative (which may be removed and replaced on a date designated executed in a written instrument signed by Seller and Purchaser and delivered counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. Notwithstanding In the foregoing, no event of any such resignation or removal removal, a successor escrow agent, which shall be effective until a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser on the terms of this Agreement with the written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon not been appointed within 30 days after notice of the effective date of such Escrow Agent’s resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund be entitled to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect petition a court of competent jurisdiction to the Escrow Fund as such successor may reasonably request. (b) If have a successor escrow agent shall not have acknowledged its appointment as appointed. Any such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agentagent shall deliver to Purchaser and the Sellers’ Representative, or for any other reasona written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent may select a successor escrow agent hereunder and any such resulting appointment shall be binding upon all entitled to receive possession of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Fund. Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising identity of the successor Escrow FundAgent, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject deliver the Escrow Fund then held hereunder to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) 30 calendar days following the giving of prior written notice thereof to Seller Siemens and Purchaserthe Stockholders' Representative. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller Siemens and Purchaser the Stockholders' Representative and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removalremoval and upon receipt by the Escrow Agent of any fees, costs and expenses owed or due to it, if any, hereunder the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) 30 calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller Siemens and Purchaser the Stockholders' Representative are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may petition a court of competent jurisdiction to select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller the Company and PurchaserInvestor. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Company and Purchaser Investor and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund and the Stock Certificate to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Company and Purchaser Investor are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to depository institution or trust company that is designated in subclause (A) writing by the Investor and is incorporated under the laws of clause (iii) the United States of paragraph (a) America, any State thereof or the District of Section 3Columbia and has total assets in excess of U.S. $500 million. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow FundFund and the Stock Certificate, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 65, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may ------------------------------------------- resign as such from the performance of its duties hereunder at any time by giving thirty (30) calendar days following prior written notice to MainStreet BankShares, Inc., or may be removed, with or without cause, by MainStreet BankShares, Inc. acting jointly by furnishing a Joint Written Direction to the Escrow Agent, at any time by the giving of thirty (30) days prior written notice thereof to Seller and Purchaserthe Escrow Agent. In additionSuch resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignation or removal, MainStreet BankShares, Inc. shall appoint a successor Escrow Agent hereunder. If such designation of the successor Escrow Agent is not made within thirty (30) days after the Escrow Agent sends its notice of resignation, the Escrow Agent may be removed and replaced on apply to a date designated in court of competent jurisdiction to appoint a written instrument signed by Seller and Purchaser and delivered to the successor Escrow Agent. Notwithstanding Upon the foregoingacceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agent, no such resignation or removal successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be effective until a successor escrow agent has acknowledged discharged from its appointment duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such as provided in paragraph (c) belowsuccession. In either event, upon the effective date of such After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agent Agreement shall deliver the property comprising the Escrow Fund inure to such successor escrow agent, together with such records maintained by its benefit as to any actions taken or omitted to be taken while it was the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Escrow Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent Agent, and any successor Escrow Agent, may resign at any time as such the Escrow Agent hereunder by giving at least thirty (30) calendar days following the giving of prior days’ written notice thereof to Seller the Stockholders’ Representative and Purchaserthe Acquiror; provided, however, that the Escrow Agent’s resignation shall not be effective unless and until a successor Escrow Agent is appointed and the Escrow Agent delivers the Escrow Funds to such successor. Upon such resignation, the resigning Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as Escrow Agent hereunder except for liability arising in connection with its gross negligence, material breach of the Escrow Agreement or willful misconduct. Upon their receipt of notice of resignation from the Escrow Agent, the Stockholders’ Representative and the Acquiror shall use reasonable efforts to designate a successor Escrow Agent. In additionthe event the Stockholders’ Representative and the Acquiror do not agree upon a successor Escrow Agent within thirty (30) days after the receipt of such notice, the Escrow Agent so resigning may be removed petition any court of competent jurisdiction for the appointment of a successor Escrow Agent located within the territorial United States and replaced on a date designated in a written instrument signed by Seller with capital and Purchaser and delivered surplus comparable to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date capital and surplus of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and or other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual written agreement, the Stockholders’ Representative and the Acquiror shall have the right to terminate their appointment of the parties to this AgreementEscrow Agent, provided that any such or successor selected by the Escrow Agent, as Escrow Agent. The Escrow Agent or successor Escrow Agent shall be a Permitted Bank referred continue to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by act as Escrow Agent until a successor escrow agent is appointed in accordance with the foregoing provisions of this Section 9 of its agreement and qualified to serve act as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) 8.1. The Escrow Agent may resign as Escrow Agent at any time with or without cause by giving not less than 20 days prior written notice to the Purchaser and the Shareholder, such thirty (30) calendar resignation to be effective 20 days following the giving of prior written date such notice thereof to Seller and Purchaseris given. In addition, subject to the Escrow Agent being concurrently and similarly removed and replaced in respect of all of the Escrow Agreements, the Purchaser and the Shareholder may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument executed by the Purchaser and the Shareholder (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In no event shall any such resignation or removal become effective until the appointment of a successor escrow agent, to be appointed by the Purchaser and the Shareholder by mutual agreement and the Purchaser and the Shareholder shall use their best efforts to mutually agree upon a successor agent within 20 days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, the Purchaser, with the consent of the Shareholder, which shall not be unreasonably withheld, shall have the right to appoint a successor escrow agent. The successor escrow agent selected in the such manner shall execute and deliver an instrument accepting such appointment and it shall thereupon be deemed the Escrow Agent hereunder and it shall without further acts be vested with all the estates, properties, rights, powers, and duties of the predecessor Escrow Agent as if originally named as the Escrow Agent. If no successor escrow agent is named in the event of the Escrow Agent’s resignation, the Escrow Agent may be removed and replaced on apply to a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date court of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated competent jurisdiction for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on appointment of a successor escrow agent, or for any other reason. Thereafter, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the predecessor Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder discharged from any further duties and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations liabilities under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty from the performance of its duties hereunder at any time by giving ten (3010) calendar days following days' prior written notice to Glenayre and the Shareholder Representative or may be removed, with or without cause, by Glenayre and the Shareholder Representative, acting jointly by furnishing joint written instructions to the Escrow Agent, at any time by the giving of ten (10) days' prior written notice thereof to Seller and Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such Such resignation or removal shall be effective until take effect upon the appointment of a successor escrow agent has acknowledged its appointment as such Escrow Agent as provided in paragraph (c) belowhereinbelow. In either event, upon the effective date Upon any such notice of such resignation or removal, Glenayre and the Shareholder Representative jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000. Upon the acceptance in writing of any appointment as the Escrow Agent shall deliver the property comprising the hereunder by a successor Escrow Fund to Agent, such successor escrow agent, together with such records maintained by the Escrow Agent in connection shall thereupon succeed to and become vested with its all the rights, powers, privileges and duties hereunder and other information with respect to of the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the retiring Escrow Agent's removal, as and the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the retiring Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of discharged from its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities duties and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent but shall not be discharged from any liability for all purposes hereof be actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Agreement.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller the Company and PurchaserInvestor. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Company and Purchaser Investor and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund and the Stock Certificate to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, or in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Company and Purchaser Investor are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to depository institution or trust company that is designated in subclause (A) writing by the Investor and is incorporated under the laws of clause (iii) the United States of paragraph (a) America, any State thereof or the District of Section 3Columbia and has total assets in excess of U.S. $500 million. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow FundFund and the Debentures, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso provisions contained in clause (iii) of Section 65, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow ------------------------------------------- Agent may resign as such upon thirty (30) calendar days following the giving of days' prior written notice thereof to Seller Tritel and Purchaserthe Digital Investor Indemnitors. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument jointly signed by Seller Tritel and Purchaser the Digital Investor Indemnitors and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (cb) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (ba) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (cb) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller Tritel and Purchaser the Digital Investor Indemnitors are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Escrow Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (cb) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 4.04 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Escrow Agreement, subject to the proviso contained in clause (iii) of Section 6except as otherwise provided herein, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller Sellers and Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller Sellers and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund and the Interest Account to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund and the Interest Account as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller Sellers and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 33(a)(iv)(B). (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow FundFund and the Interest Account, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 66(iii), and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller and Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's ’s removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iiic) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow ------------------------------------------- Agent may resign as such upon thirty (30) calendar days following the giving of days' prior written notice thereof to Seller Tritel and Purchaserthe Airwave Investor Indemnitors. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument jointly signed by Seller Tritel and Purchaser the Airwave Investor Indemnitors and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (cb) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (ba) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (cb) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller Tritel and Purchaser the Airwave Investor Indemnitors are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Escrow Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (cb) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 4.04 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Escrow Agreement, subject to the proviso contained in clause (iii) of Section 6except as otherwise provided herein, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller Company Representative and PurchaserParent. In additionSimilarly, the Escrow Agent may be removed and replaced on a date designated in a following the giving of thirty (30) days' prior written instrument signed by Seller and Purchaser and delivered notice to the Escrow AgentAgent by Company Representative and Parent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent Escrow Agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund and the Interest Account to such a successor escrow agent, together Escrow Agent appointed by Company Representative and Parent as evidenced by a written notice executed by Company Representative and Parent and filed with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably requestAgent. (b) If Company Representative and Parent are unable to agree upon a successor escrow agent Escrow Agent, or shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of failed to appoint a resignation, successor Escrow Agent prior to the expiration of thirty (30) calendar days following the date of a the notice of such resignation or, in the case of a or removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the then acting Escrow Agent may select petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent, or other appropriate relief, and any such resulting appointment shall be binding upon all of the parties to this Escrow Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a any successor escrow agent Escrow Agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow FundFund and the Interest Account, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities responsibilities, and obligations under this Escrow Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such Escrow Agent at any time with or without cause, with respect to the Escrow Account by giving at least thirty (30) calendar days following the giving of days’ prior written notice thereof to Seller each of Catcher and Purchaser. In additionthe Stockholders’ Agent, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall to be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of such notice is given, or if a notice of resignation orsuccessor escrow agent has not yet been appointed, in the case of a removal, on the date designated for that such successor escrow agent is appointed and has accepted such appointment In addition, Catcher and the Stockholders’ Agent may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument executed by Catcher and the Stockholders’ Agent (which may be executed in counterparts) given to the Escrow Agent's , which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, which shall be a bank or for any other reasontrust company organized under the laws of the United States of America or of the State of California having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Catcher on the Escrow Agent may select a terms of this Agreement with the written approval of the Stockholders’ Agent, which approval shall not be unreasonably withheld or delayed. Any such successor escrow agent shall deliver to Catcher and any the Stockholders’ Agent, a written instrument accepting such resulting appointment appointment, and thereupon it shall be binding upon succeed to all the rights and duties of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and shall be entitled to receive possession of the Escrow Account. Upon receipt of the property then comprising identity of the successor Escrow FundAgent, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject deliver the Escrow Account then held hereunder to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following from the performance of its duties hereunder at any time by giving of 10 days' prior written notice thereof to Seller and Purchaserthe Parties. In addition, the The Escrow Agent may be removed and replaced on a date designated in a as Escrow Agent hereunder, with or without cause, by the Parties, acting collectively, by furnishing collective written instrument signed instructions to the Escrow Agent, at any time by Seller and Purchaser and delivered the giving of 10 days' prior written notice to the Escrow Agent. Notwithstanding the foregoing, no such Such resignation or removal shall be effective until take effect upon the appointment of a successor escrow agent has acknowledged its appointment as such Escrow Agent or upon payment of the Escrow to the registry of court of competent jurisdiction, as provided in paragraph (c) herein below. In either eventUpon any such notice of resignation or removal, upon the effective Parties shall collectively appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000. If TAS and TIMCO have not collectively appointed a successor Escrow Agent within twenty (20) days after the date of such notice of the Escrow Agent's resignation or removal, the Escrow Agent shall deliver the property comprising Escrow to the Escrow Fund to such successor escrow agent, together with such records maintained by registry of a court of competent jurisdiction. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties previously vested in connection with its duties hereunder and other information with respect the Escrow Agent who has resigned or has been removed (the "Retiring Escrow Agent"), including delivery of such funds to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case registry of a resignation, prior to court of competent jurisdiction. Upon the expiration effectiveness of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Retiring Escrow Agent's resignation or removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Retiring Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of discharged from its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities duties and obligations under this Agreement, subject but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to the proviso contained in clause (iii) effectiveness of Section 6such resignation or removal. After the effectiveness of the Retiring Escrow Agent's resignation or removal, and such successor escrow agent the provisions of this Agreement shall for all purposes hereof inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow AgentAgent under this Agreement.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) 30 calendar days following the giving of prior written notice thereof to Seller and PurchaserHeafxxx xxx the Representative. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser Heafxxx xxx the Representative and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder under this Agreement, such documents and instruments as are necessary to amend or reissue the Letter of Credit in the name of the successor escrow agent and such other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) 30 calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser Heafxxx xxx the Representative are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 Sections 9(b) and (c) of its agreement to serve as escrow agent hereunder under this Agreement and the receipt of the property then comprising the Escrow FundEscrow, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iiiii) of Section 6, and such successor escrow agent shall for all purposes hereof of this Agreement be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such effective thirty (30) calendar days following the giving of prior written notice thereof to Seller Capital and PurchaserNHG. In addition, the Escrow Agent may be removed and replaced on on: (i) a date designated in a written instrument signed by Seller Capital and Purchaser NHG and delivered to the Escrow Agent, and (ii) payment to the Escrow Agent of all then-outstanding Escrow Fees. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (cSection 12(c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund (including, without limitation, the Escrow Assets) to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (cSection 10(c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller Capital and Purchaser NHG are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent that is a title or escrow company licensed to do business in the State of California and having assets of not less than Fifty Million Dollars ($50,000,000) and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 12 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow FundAccount, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso provisions contained in clause (iiiSection 9(c) of Section 6hereof, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent (a) The Escrow Agent may resign as such and be discharged from its duties or obligations hereunder by giving thirty (30) calendar days following advance notice in writing of such resignation to the giving of prior Parties specifying a date when such resignation shall take effect or (b) may be removed, with or without cause, by Parent and the Securityholders’ Representative acting jointly at any time by providing written notice thereof executed by an Authorized Representative of each Party, to Seller and Purchaserthe Escrow Agent. In addition, Any corporation or association into which the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser and delivered merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the escrow business of the Escrow Agent’s line of business may be transferred, shall be the Escrow Agent under this Agreement without further act. Notwithstanding the foregoing, no The Escrow Agent’s sole responsibility after such resignation thirty (30) day notice period expires or after receipt of written notice of removal shall be effective until to hold and safeguard the Escrow Funds (without any obligation to reinvest the same) and to deliver the same (i) to a substitute or successor escrow agent pursuant to a joint written designation from the Parties, (ii) as set forth in a Joint Release Instruction or (iii) in accordance with the directions of a Final Determination, and, at the time of such delivery, the Escrow Agent’s obligations hereunder shall cease and terminate. In the event the Escrow Agent resigns, if the Parties have failed to appoint a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following receipt of the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reasonresignation, the Escrow Agent may select petition any court of competent jurisdiction for the appointment of such a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3hereto. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) 30 calendar days following the giving of prior written notice thereof to Seller the Stockholder Representatives and PurchaserMUSE. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Stockholder Representatives and Purchaser MUSE and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property then comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder under this Agreement and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) 30 calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Stockholder Representatives and Purchaser MUSE are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a another successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder under this Agreement and the receipt of the property then comprising the Escrow FundEscrow, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iiiii) of Section 66 and subject to survival of Section 8, and such successor escrow agent shall for all purposes hereof of this Agreement be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent Agent, or any successor, may resign as such from the performance of its duties hereunder at any time by giving thirty (30) calendar days following the giving of days’ prior written notice thereof to Seller the Purchaser and Purchaser. In addition, the Escrow Agent Shareholder or may be removed and replaced on a date designated in a written instrument signed removed, with or without cause, by Seller and the Purchaser and delivered the Shareholder acting jointly at any time by providing written notice to the Escrow Agent. Notwithstanding the foregoing, no such Such resignation or removal shall be effective until take effect upon the appointment of a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) belowherein. In either event, upon the effective date Upon any such notice of such resignation or removal, the Escrow Agent Purchaser and the Shareholder shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If appoint a successor escrow agent hereunder, which shall not have acknowledged its be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless otherwise agreed by the parties hereto. Upon the acceptance in writing of any appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on Agent hereunder by a successor escrow agent, or for any other reason, the Escrow Agent may select a such successor escrow agent shall thereupon succeed to and any such resulting appointment shall be binding upon become vested with all the rights, powers, privileges and duties of the parties to this Agreementretiring Escrow Agent, provided that any such successor selected by and the retiring Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of discharged from its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities duties and obligations under this Agreement, subject but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. Notwithstanding anything to the proviso contained contrary herein provided, in clause (iii) of Section 6, the event the Escrow Agent resigns as Escrow Agent hereunder and such no successor escrow agent shall for all purposes hereof be has been designated and accepted appointment as successor Escrow Agent within forty-five (45) days following the date of the Escrow Agent’s notice of resignation, the Escrow Agent shall have the right to deposit all property held pursuant to this Agreement into the registry of any court of competent jurisdiction and notify the parties hereto of such deposit, and thereupon the Escrow Agent shall be discharged from all further duties and responsibilities as Escrow Agent under this Agreement. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. After any retiring Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Agreement.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than thirty (30) calendar days following the giving of prior written notice thereof to Seller the Escrow Representative and Purchaserthe Parent. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Escrow Representative and Purchaser the Parent and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising Escrow Shares, the Escrow Fund executed stock transfer powers relating thereto, and any dividends and other distributions received in respect thereof and not previously distributed to the Parent or the Company Stockholders, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund Shares as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Escrow Representative and Purchaser the Parent are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent (which shall be a depositary institution or trust company with offices in New York, New York having combined capital and surplus of at least $100 million) and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising Escrow Shares, the Escrow Fundexecuted stock transfer powers relating thereto and dividends and other distributions received in respect thereof and not previously distributed to the Parent or the Company Stockholders, together with earnings thereon, if any, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iiiii) of Section 67, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such from the performance of its duties hereunder at any time by giving thirty (30) calendar days following the giving of days' prior written notice thereof to Seller and Purchaser. In addition, the Escrow Agent parties or may be removed and replaced on removed, with or without cause, by the parties, acting jointly, by furnishing a date designated in a written instrument signed by Seller and Purchaser and delivered Joint Written Direction to the Escrow Agent. Notwithstanding , at any time by the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such giving of ten (10) days' prior written notice to the Escrow Agent as provided in paragraph (c) herein below. In either event, upon the effective date Upon any such notice of such resignation or removal, the representatives of the Investor and the Company identified in Sections 14a.(iv) and 14b.(iv), below, jointly shall appoint a successor the Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000.00. Upon the acceptance in writing of any appointment of the Escrow Agent hereunder by a successor the Escrow Agent, such successor the Escrow Agent shall deliver thereupon succeed to and become vested with all the property comprising rights, powers, privileges and duties of the retiring the Escrow Fund Agent , and the retiring the Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring the Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. The retiring the Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to the successor escrow agentthe Escrow Agent, together with after making copies of such records maintained as the retiring the Escrow Agent deems advisable and after deduction and payment to the retiring the Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring the Escrow Agent in connection with the performance of its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 exercise of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agentrights hereunder.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent Agent, and any successor Escrow Agent, may resign at any time as such the Escrow Agent hereunder by giving at least thirty (30) calendar days following the giving of prior days’ written notice thereof to Seller the Company and Purchaserthe Acquiror; provided, however, that the Escrow Agent’s resignation shall not be effective unless and until a successor Escrow Agent is appointed and the Escrow Agent delivers the Escrow Funds to such successor. Upon such resignation, the resigning Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as Escrow Agent hereunder except for liability arising in connection with its gross negligence, material breach of the Escrow Agreement or willful misconduct. Upon their receipt of notice of resignation from the Escrow Agent, the Company and the Acquiror shall use reasonable efforts to designate a successor Escrow Agent. In additionthe event the Company and the Acquiror do not agree upon a successor Escrow Agent within thirty (30) days after the receipt of such notice, the Escrow Agent so resigning may be removed petition any court of competent jurisdiction for the appointment of a successor Escrow Agent located within the territorial United States and replaced on a date designated in a written instrument signed by Seller with capital and Purchaser and delivered surplus comparable to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date capital and surplus of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and or other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual written agreement, the Company and the Acquiror shall have the right to terminate their appointment of the parties to this AgreementEscrow Agent, provided that any such or successor selected by the Escrow Agent, as Escrow Agent. The Escrow Agent or successor Escrow Agent shall be a Permitted Bank referred continue to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by act as Escrow Agent until a successor escrow agent is appointed in accordance with the foregoing provisions of this Section 9 of its agreement and qualified to serve act as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such from the performance of its duties hereunder at any time by giving thirty (30) calendar days following the giving of days’ prior written notice thereof to Seller Buyer and Purchaser. In additionSeller, the Escrow Agent or may be removed and replaced on removed, with or without cause, by a date designated in a written instrument signed by Seller and Purchaser and delivered Joint Written Direction to the Escrow Agent. Notwithstanding the foregoing; provided, no however, that such resignation or removal shall may not be effective until the appointment of a successor escrow agent has acknowledged its appointment as such Escrow Agent as provided in paragraph (c) belowherein. In either event, upon the effective date Upon any such notice of such resignation or removal, the Buyer and Seller jointly shall appoint a successor Escrow Agent hereunder. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall deliver thereupon succeed to and become vested with all the property comprising rights, powers, privileges, and duties of the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the retiring Escrow Agent's removal, as and the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the retiring Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of discharged from its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities duties and obligations under this Escrow Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent but shall not be discharged from any liability for all purposes hereof be actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. 8.

Resignation and Removal of the Escrow Agent. (a) 8.1. The Escrow Agent may resign as Escrow Agent at any time with or without cause by giving not less than 20 days prior written notice to the Purchaser and the Shareholder, such thirty (30) calendar resignation to be effective 20 days following the giving of prior written date such notice thereof to Seller and Purchaseris given. In addition, subject to the Escrow Agent being concurrently and similarly removed and replaced in respect of all of the Escrow Agreements, the Purchaser and the Shareholder may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument executed by the Purchaser and the Shareholder (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In no event shall any such resignation or removal become effective until the appointment of a successor escrow agent, to be appointed by the Purchaser and the Shareholder by mutual agreement and the Purchaser and the Shareholder shall use their best efforts to mutually agree upon a successor agent within 20 days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, the Purchaser, with the consent of the Shareholder, which shall not be unreasonably withheld, shall have the right to appoint a successor escrow agent. The successor escrow agent selected in the such manner shall execute and deliver an instrument accepting such appointment and it shall thereupon be deemed the Escrow Agent hereunder and it shall without further acts be vested with all the estates, properties, rights, powers, and duties of the predecessor Escrow Agent as if originally named as the Escrow Agent. If no successor escrow agent is named in the event of the Escrow Agent's resignation, the Escrow Agent may be removed and replaced on apply to a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date court of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated competent jurisdiction for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on appointment of a successor escrow agent, or for any other reason. Thereafter, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the predecessor Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder discharged from any further duties and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations liabilities under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) by giving at least 15 calendar days following the giving of prior written notice thereof to Seller the Estate and PurchaserMcCown. In addition, the Escrow Agent may be removed and replaced on a date x xxxe designated in a written instrument signed by Seller the Estate and Purchaser McCown and delivered to the Escrow Agent. Notwithstanding the foregoingforegoxxx, no xo such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c5(c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver all of the property comprising remaining Escrow Shares and the Escrow Fund Transfer Documents to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably requesthereunder. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c5(c) below, in the case of a resignation, prior to the expiration of thirty (30) 15 calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 paragraph 5 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising remaining Escrow Shares and the Escrow FundTransfer Documents, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6any liability it may have pursuant to paragraph 3(iii), and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) ). The Escrow Agent Agent, or any successor, may resign as such thirty (30) calendar days following from the performance of its duties hereunder at any time by giving of 30 days’ prior written notice thereof to Seller the Purchaser and Purchaser. In addition, the Escrow Agent Designated Shareholder Representative or may be removed and replaced on a date designated in a written instrument signed removed, with or without cause, by Seller and the Purchaser and delivered the Designated Shareholder Representative acting jointly at any time upon 30 days’ prior written notice to the Escrow Agent. Notwithstanding the foregoing, no such Such resignation or removal shall be effective until take effect upon the appointment of a successor escrow agent has acknowledged its appointment as such Escrow Agent as provided in paragraph herein. (c) belowb). In either event, upon the effective date Upon any such notice of such resignation or removal, the Purchaser and the Designated Shareholder Representative shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless otherwise agreed by the parties hereto. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall deliver thereupon succeed to and become vested with all the property comprising the Escrow Fund to such successor escrow agentrights, together with such records maintained by the Escrow Agent in connection with its powers, privileges and duties hereunder and other information with respect to of the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the retiring Escrow Agent's removal, as and the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the retiring Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of discharged from its duties and obligations under this Section 9 of its agreement to serve agreement, but shall not be discharged from any liability for actions taken as escrow agent hereunder and the receipt of the property then comprising the Escrow FundAgent hereunder prior to such succession. In the event no successor Escrow Agent has been appointed on or prior to the 30th day following such written notice of resignation by the Escrow Agent, the Escrow Agent shall be fully released entitled to petition (by means of an interpleader action or any other appropriate method) any state or federal court of competent jurisdiction located in the State of North Carolina, County of Guilford, to tender into the custody of any such state or federal court all assets then held by it hereunder and shall thereupon be relieved of all duties, responsibilities further duties and obligations under this Agreement, subject to agreement. The Escrow Agent shall have no responsibility for the proviso contained in clause (iii) appointment of Section 6, and such a successor escrow agent shall for all purposes hereof be the Escrow Agent hereunder. After any retiring Escrow Agent’s resignation or removal, the provisions of this agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this agreement.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty from the performance of its duties hereunder at any time by giving not less than ten (3010) calendar days following the giving of business days' prior written notice thereof to the Seller and Purchaser. In addition, the Escrow Agent Purchaser or may be removed and replaced on a date designated in a written instrument signed removed, with or without cause, by the Seller and the Purchaser and delivered jointly giving not less than ten (10) business days' prior written notice to the Escrow Agent. Notwithstanding the foregoing, no such Such resignation or removal shall be effective until take effect upon the appointment of a successor escrow agent has acknowledged its appointment as such Escrow Agent as provided in paragraph (c) below. In either event, upon the effective date Upon any such notice of such resignation or removal, the Purchaser shall appoint a successor Escrow Agent hereunder, subject to reasonable approval by the Seller. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrowed Shares and shall deliver the property comprising Escrowed Shares to the successor Escrow Fund to such successor escrow agentAgent, together with after making copies of such records maintained as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 exercise of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agentrights hereunder.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller the Shareholders and PurchaserParent. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Shareholders and Purchaser Parent and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising Escrow Shares and any dividends and other distributions received in respect thereof and not previously distributed to the Escrow Fund Shareholders, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund Shares as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Shareholders and Purchaser Parent are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 11 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released Shares and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.dividends and

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller Motion 2000 and Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller Motion 2000 and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising Escrow Shares, any dividends and other distributions received in respect of the Escrow Fund Shares and not previously distributed to Motion 2000, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund Shares as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller Motion 2000 and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 12 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising Escrow Shares, dividends and other distributions received in respect of the Escrow FundShares and not previously distributed to Motion 2000, together with earnings thereon, if any, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 69, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty from the performance of its duties hereunder at any time by giving ten (3010) calendar days following days’ prior written notice to the Representatives or may be removed, with or without cause, by the Representatives, acting jointly by furnishing a Joint Written Direction to the Escrow Agent, at any time by the giving of ten (10) days’ prior written notice thereof to Seller and Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such Such resignation or removal shall be effective until take effect upon the appointment of a successor escrow agent has acknowledged its appointment as such the Escrow Agent as provided in paragraph (c) herein below. In either event, upon the effective date Upon any such notice of such resignation or removal, the Representatives jointly shall appoint a successor the Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor the Escrow Agent, such successor the Escrow Agent shall deliver thereupon succeed to and become vested with all the property comprising rights, powers, privileges and duties of the retiring the Escrow Fund Agent, and the retiring the Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring the Escrow Agent’s resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. The retiring the Escrow Agent shall transmit all records pertaining to the Escrow Property and shall transfer all Escrow Property held by it to the successor escrow agentthe Escrow Agent, together with after making copies of such records maintained as the retiring the Escrow Agent deems advisable and after deduction and payment to the retiring the Escrow Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the retiring the Escrow Agent in connection with the performance of its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 exercise of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agentrights hereunder.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as escrow agent at any time, with or without cause, with respect to the Escrow Fund by giving at least 30 days' prior written notice to each of Acquiror and the Shareholders' Agent, such thirty (30) calendar resignation to be effective 30 days following the giving of prior written date such notice thereof to Seller and Purchaseris given. In addition, Acquiror and the Shareholders' Agent may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Acquiror and the Shareholders' Agent (which may be removed and replaced on a date designated executed in a written instrument signed by Seller and Purchaser and delivered counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. Notwithstanding In the foregoing, no event of any such resignation or removal removal, a successor escrow agent, which shall be effective until a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Acquiror on the terms of this Agreement with the written approval of the Shareholders' Agent, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon not been appointed within 30 days after notice of the effective date of such Escrow Agent's resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund be entitled to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect petition a court of competent jurisdiction to the Escrow Fund as such successor may reasonably request. (b) If have a successor escrow agent shall not have acknowledged its appointment as appointed. Any such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agentagent shall deliver to Acquiror and the Shareholders' Agent, or for any other reasona written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent may select a successor escrow agent hereunder and any such resulting appointment shall be binding upon all entitled to receive possession of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Fund. Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising identity of the successor Escrow FundAgent, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject deliver the Escrow Fund then held hereunder to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller the Issuer and the Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Issuer and the Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (cSection 9(c) belowhereof. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund Funds to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund Funds as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (cSection 9(c) belowhereof, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Issuer and the Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) bank of clause (iii) of paragraph (a) of Section 3recognized international standing which is not affiliated with either the Purchaser or the Issuer. (c) Upon written acknowledgment acknowledgement by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow FundFunds, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iiiSection 6(b) of Section 6hereof, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such escrow agent of the Escrow Fund at any time, with or without cause, by giving at least thirty (30) calendar days’ prior written notice to each of Chemring and the ADG Parties, such resignation to be effective thirty (30) days following the giving of prior written date such notice thereof to Seller and Purchaseris given. In addition, Chemring and the ADG Parties may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Chemring and the ADG Parties (which may be removed and replaced on a date designated executed in a written instrument signed by Seller and Purchaser and delivered counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. Notwithstanding In the foregoing, no event of any such resignation or removal removal, a successor escrow agent, which shall be effective until a bank or trust company organized under the laws of the United States of America or of the State of New York having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Chemring on the terms of this Agreement with the written approval of the ADG Parties, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has acknowledged its appointment as such as provided in paragraph not been appointed within thirty (c30) below. In either event, upon days after notice of the effective date of such Escrow Agent’s resignation or removalremoval the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Chemring and the ADG Parties, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the escrow agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the property comprising the Escrow Fund then held hereunder to such the successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller the Company and PurchaserInvestor. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Company and Purchaser Investor and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund and the Stock Certificate to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Company and Purchaser Investor are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall -------- be a Permitted Bank referred to depository institution or trust company that is designated in subclause (A) writing by the Investor and is incorporated under the laws of clause (iii) the United States of paragraph (a) America, any State thereof or the District of Section 3Columbia and has total assets in excess of U.S. $500 million. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow FundFund and the Stock Certificate, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 65, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller each of the Stockholders and PurchaserFIND. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller each of the Stockholders and Purchaser FIND and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon Upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising Exchange Cash, the Escrow Fund Shares and any remaining Stock Powers to such the successor escrow agent, if any, or if none, to a court of competent jurisdiction, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Exchange Cash, the Escrow Fund Shares and the Stock Powers as any such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, be because Seller each of the Stockholders and Purchaser FIND are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 3.4 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Exchange Cash, Escrow FundShares and any remaining Stock Powers, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations after such date under this Agreement, subject to the proviso contained in clause (iiiii) of Section 63.1, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such from the performance of its duties hereunder at any time by giving thirty (30) calendar days following the giving of days’ prior written notice thereof to Seller Buyer and Purchaser. In additionSeller, the Escrow Agent or may be removed and replaced on removed, with or without cause, by a date designated in a written instrument signed by Seller and Purchaser and delivered Joint Written Direction to the Escrow Agent. Notwithstanding the foregoing; provided, no however, that such resignation or removal shall may not be effective until the appointment of a successor escrow agent has acknowledged its appointment as such Escrow Agent as provided in paragraph (c) belowherein. In either event, upon the effective date Upon any such notice of such resignation or removal, the Buyer and Seller jointly shall appoint a successor Escrow Agent hereunder. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall deliver thereupon succeed to and become vested with all the property comprising rights, powers, privileges, and duties of the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the retiring Escrow Agent's removal, as and the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the retiring Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of discharged from its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities duties and obligations under this Escrow Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent but shall not be discharged from any liability for all purposes hereof be actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than thirty (30) calendar days following the giving of prior written notice thereof to Seller the Representative and Purchaserthe Parent. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Representative and Purchaser the Parent and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising Escrow Shares, the Escrow Fund executed stock transfer powers relating thereto, and any dividends and other distributions received in respect thereof and not previously distributed to the Parent or the Stockholders, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund Shares as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller the Representative and Purchaser the Parent are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may may, at its option (i) select a successor escrow agent (which shall be a depositary institution or trust company having combined capital and surplus of at least $100 million) and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by Agreement or (ii) interplead the Escrow Agent shall be Account into a Permitted Bank referred to in subclause (A) court of clause (iii) of paragraph (a) of Section 3competent jurisdiction. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising Escrow Shares, the Escrow Fundexecuted stock transfer powers relating thereto and dividends and other distributions received in respect thereof and not previously distributed to the Parent or the Stockholders, together with earnings thereon, if any, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iiic) of Section 610, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty from the performance of its duties hereunder at any time by giving ten (3010) calendar days following days’ prior written notice to the Representatives or may be removed, with or without cause, by the Representatives, acting jointly by furnishing a Joint Written Direction to the Escrow Agent, at any time by the giving of ten (10) days’ prior written notice thereof to Seller and Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such Such resignation or removal shall be effective until take effect upon the appointment of a successor escrow agent has acknowledged its the Escrow Agent as provided herein below. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor the Escrow Agent, such successor the Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Escrow Agent, and the retiring the Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as provided in paragraph (c) belowthe Escrow Agent hereunder prior to such succession. In either event, upon After any retiring the effective date of such Escrow Agent’s resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. The retiring the Escrow Agent shall deliver the property comprising transmit all records pertaining to the Escrow Fund Property and shall transfer all Escrow Property held by it to such the successor escrow agentthe Escrow Agent, together with after making copies of such records maintained as the retiring the Escrow Agent deems advisable and after deduction and payment to the retiring the Escrow Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the retiring the Escrow Agent in connection with the performance of its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 exercise of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agentrights hereunder.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as escrow agent of the Escrow Fund, at any time, with or without cause, by giving at least 120 days’ prior written notice to each of Purchaser and the Holders’ Representative, such thirty (30) calendar resignation to be effective no earlier than 120 days following the giving of prior written date such notice thereof to Seller and Purchaseris given. In addition, the Parent or Purchaser , as applicable, and the Holders’ Representative may jointly remove the Escrow Agent Agent, at any time, with or without cause, by an instrument executed by the Parent or Purchaser, as applicable, and the Holders’ Representative (which may be removed and replaced on a date designated executed in a written instrument signed by Seller and Purchaser and delivered counterparts) given to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal which instrument shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon designate the effective date of such removal. In the event of any such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund continue to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with serve and to perform its duties obligations hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If until a successor escrow agent provider, who shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removalbe appointed by Parent or Purchaser, as applicable, and the case may be, because Seller Holders’ Representative (the “Successor”) accepts the trust and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to administration required under this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred but not to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the exceed 120 calendar days from receipt of the property then comprising written notice of the Escrow Fundintent to terminate or cancel this Agreement. Thereafter, the Escrow Agent shall be promptly transfer to the Successor any funds held pursuant to this Agreement and shall also deliver all information in its possession in connection with the trust and administration created under this Agreement and shall fully released cooperate to ensure the orderly and relieved seamless transfer of all dutiesresponsibilities. Any such Successor shall deliver to the Parent, responsibilities or Purchaser, as applicable, and the Holders’ Representative a written instrument accepting such appointment (and assuming the rights and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6hereunder), and such successor escrow agent thereupon it shall for succeed to all purposes hereof be the rights and duties of the Escrow AgentAgent hereunder.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller Linkage, the Shareholders’ Agent and PurchaserAsiaInfo. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller the Shareholders’ Agent and Purchaser AsiaInfo and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's ’s removal, as the case may be, because Seller the Shareholders’ Agent and Purchaser AsiaInfo are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) United States branch office or agency of clause (iii) a foreign depository institution or trust company having capital and surplus of paragraph (a) of Section 3not less than US$100,000,000. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iiid) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such Escrow Agent at any time, with or without cause, with respect to the Escrow Fund by giving at least thirty (30) calendar days’ prior written notice to each of Parent and the Stockholders’ Representative, such resignation to be effective thirty (30) days following the giving of prior written date such notice thereof to Seller and Purchaseris given. In addition, Parent and the Stockholders’ Representative may jointly remove the Escrow Agent as escrow agent hereunder at any time, with or without cause, by an instrument executed by Parent and the Stockholders’ Representative (which may be removed and replaced on a date designated executed in a written instrument signed by Seller and Purchaser and delivered counterparts) given to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon which instrument will designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent will be appointed by Parent on the terms of this Agreement with the Stockholders’ Representative’s written approval, which approval shall not be unreasonably withheld or delayed. If a successor escrow agent is not so appointed, then the Escrow Agent may apply to a court of competent jurisdiction to appoint one. Any such successor escrow agent shall deliver to Parent and the Stockholders’ Representative a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties then held hereunder and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) 30 calendar days following the giving of prior written notice thereof to Seller and PurchaserHeafxxx xxx the Representative. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser Heafxxx xxx the Representative and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder under this Agreement and other information with respect to the Escrow Fund as such successor may reasonably request. (b) If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) 30 calendar days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because Seller and Purchaser Heafxxx xxx the Representative are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3. (c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 Sections 9(b) and (c) of its agreement to serve as escrow agent hereunder under this Agreement and the receipt of the property then comprising the Escrow FundEscrow, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iiiii) of Section 66 and subject to survival of Section 8, and such successor escrow agent shall for all purposes hereof of this Agreement be the Escrow Agent.