Common use of Resignation of Escrow Agent Clause in Contracts

Resignation of Escrow Agent. Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to iPrint and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such 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, iPrint and the Shareholders' Representative mutually shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to 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 Escrow Agent under this Agreement.

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

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) calendar days' ’ prior written notice of such resignation to iPrint W&T and the Shareholders' Representative or may BEEOO. Upon such notice, a successor escrow agent shall be removedappointed by W&T and BEEOO, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the Escrow Agent hereunder upon the resignation or removal shall take effect date specified in such notice. If W&T and BEEOO are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent as provided hereinin connection with such proceeding shall be paid jointly by W&T and BEEOO. Upon any such notice receipt of resignation or removalthe identity of the successor escrow agent, iPrint and the Shareholders' Representative mutually shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and either deliver the Shareholders' Representative. Upon Escrow Property then held hereunder to the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor less the Escrow Agent’s costs and expenses or other obligations owed to the Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties be paid from any interest earned in respect of the retiring Escrow AgentProperty, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such costs and expenses or other obligations are paid. Upon its resignation and delivery of the retiring Escrow Property as set forth in this Section 7, the Escrow Agent shall be discharged from its duties of and obligations under this Agreement, but shall not be discharged from any liability for actions taken as and all further obligations arising in connection with the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation Property 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 of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint Purchaser and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Seller Parties specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint Purchaser and the Shareholders' Representative mutually Seller Parties jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess hereunder prior to the effective date of $100,000,000, unless waived by iPrint such resignation. If Purchaser and the Shareholders' Representative. Upon the acceptance in writing of any appointment as Seller Parties fail to appoint a successor Escrow Agent hereunder by within such time, Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation attorneys’ fees) related to such successor petition shall be paid jointly and severally by Purchaser and the Seller Parties. The retiring Escrow Agent shall thereupon succeed transmit all records pertaining to Escrow Funds and become vested with shall pay all Escrow Funds to the rights, powers, privileges and duties of the retiring successor Escrow Agent, and after making copies of such records as the retiring Escrow Agent shall deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including without limitation court costs and attorneys’ fees) payable to, incurred by, or expected to be discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' days prior written notice to iPrint the Managing Dealer and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Company specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint the Managing Dealer and the Shareholders' Representative mutually Company jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess hereunder prior to the effective date of $100,000,000, unless waived by iPrint and the Shareholders' Representativesuch resignation. Upon the acceptance in writing of any appointment as The retiring Escrow Agent hereunder by a shall transmit all records pertaining to the Escrowed Funds and shall pay all Escrowed Funds to the successor Escrow Agent, after making copies of 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 records as the retiring Escrow Agent shall deems advisable and after payment by Company or deduction from Escrowed Funds (to the extent of Company’s rights therein) of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. Any corporation or association into which the Escrow Agent may be 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 corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

Resignation of Escrow Agent. Escrow Agent may resign and be ------------------------------ discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint the Charleston and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Issuer specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint the Charleston and the Shareholders' Representative mutually Issuer jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess hereunder prior to the effective date of $100,000,000, unless waived by iPrint and the Shareholders' Representativesuch resignation. Upon the acceptance in writing of any appointment as The retiring Escrow Agent hereunder by a shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor Escrow Agent, after making copies of such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and records as the retiring Escrow Agent shall deems advisable and after payment by Issuer or deduction from Escrow Funds (to the extent of Issuer's rights therein) of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removalresignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which the Escrow Agent may be 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 corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

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

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

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

Resignation of Escrow Agent. The Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) ten days' prior written notice to iPrint the Company and the Shareholders' Representative Investor or may be removed, with or without cause, by iPrint the Company and the Shareholders' RepresentativeInvestor, acting jointly, at any time by the giving of ten (10) days' prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent escrow agent as provided herein. Upon any such notice of resignation or removal, iPrint the Company and the Shareholders' Representative mutually Investor, acting jointly, shall agree upon and appoint a successor Escrow Agent escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agentescrow agent, such successor Escrow Agent 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 its 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.

Resignation of Escrow Agent. Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' ’ prior written notice to iPrint Purchaser and the Shareholders' Representative Sellers or may be removed, with or without cause, by iPrint Purchaser and the Shareholders' RepresentativeSellers, acting jointly, at any time by the giving of ten (10) days' ’ prior written notice to Escrow Agent. Such 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, iPrint Purchaser and the Shareholders' Representative Sellers mutually shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint Purchaser and the Shareholders' RepresentativeSellers. 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 ’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.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint the Depositor and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Recipient specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint Depositor and the Shareholders' Representative mutually Recipient jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be hereunder prior to the effective date of such resignation. If the Depositor and Recipient fail to appoint a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as successor Escrow Agent hereunder by within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation attorneys’ fees) related to such successor petition shall be paid jointly and severally by Depositor and Recipient. The retiring Escrow Agent shall thereupon succeed transmit all records pertaining to the Escrow Funds and become vested with shall pay all Escrow Funds to the rights, powers, privileges and duties of the retiring successor Escrow Agent, and after making copies of such records as the retiring Escrow Agent shall 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 discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removalresignation, 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.

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

Resignation of Escrow Agent. The Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving thirty at least fifteen (3015) days' Business Days’ prior written notice to iPrint TVA, the Administrative Agent, and the Shareholders' Representative Seven States or may be removed, with or without cause, by iPrint TVA, the Administrative Agent, and the Shareholders' RepresentativeSeven States, acting jointly, at any time by the giving of ten fifteen (1015) days' Business Days’ prior written notice to the Escrow Agent, and in either the event of such resignation or removal, such written notice shall specify the date by which such resignation or removal is intended to take effect. Such resignation or removal shall take effect effect, however, only upon the appointment of a successor Escrow Agent escrow agent as provided herein, and no such resignation or removal shall be effective until a successor escrow agent succeeds to and becomes vested with all the rights, powers, privileges, and duties of the retiring Escrow Agent. Upon any such notice of resignation or removal, iPrint TVA, the Administrative Agent, and the Shareholders' Representative mutually Seven States, acting jointly, shall agree upon and appoint a successor Escrow Agent escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived otherwise agreed by iPrint TVA, the Administrative Agent, and Seven States as evidenced by written instructions executed by TVA, the Shareholders' RepresentativeAdministrative Agent and Seven States. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agentescrow agent, such successor Escrow Agent escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's ’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. Notwithstanding anything to the contrary herein, if the Escrow Agent provides notice of resignation and a successor Escrow Agent has not been appointed within forty-five (45) days thereafter, the Escrow Agent shall be entitled to deliver all property held hereunder into the registry of any court of competent jurisdiction in New York and thereupon the Escrow Agent shall be discharged from all further duties as Escrow Agent hereunder.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' days prior written notice to iPrint the Managing Dealers and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Company specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint the Managing Dealers and the Shareholders' Representative mutually Company jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess hereunder prior to the effective date of $100,000,000, unless waived by iPrint and the Shareholders' Representativesuch resignation. Upon the acceptance in writing of any appointment as The retiring Escrow Agent hereunder by a shall transmit all records pertaining to the Escrowed Funds and shall pay all Escrowed Funds to the successor Escrow Agent, after making copies of 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 records as the retiring Escrow Agent shall deems advisable and after payment by Company or deduction from Escrowed Funds (to the extent of Company’s rights therein) of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. Any corporation or association into which the Escrow Agent may be 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 corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint the Underwriter and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Issuer specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint the Underwriter and the Shareholders' Representative mutually Issuer jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess hereunder prior to the effective date of $100,000,000, unless waived by iPrint and the Shareholders' Representativesuch resignation. Upon the acceptance in writing of any appointment as The retiring Escrow Agent hereunder by a shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor Escrow Agent, after making copies of such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and records as the retiring Escrow Agent shall deems advisable and after payment by Issuer or deduction from Escrow Funds (to the extent of Issuer's rights therein) of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removalresignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which the Escrow Agent may be 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 corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

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

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

Resignation of Escrow Agent. The Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving no less than thirty (30) days' ’ prior written notice to iPrint Buyer and the Shareholders' Sellers’ Representative or may be removed, with or without cause, by iPrint Buyer and the Shareholders' Sellers’ Representative, acting jointly, at any time by the giving of no less than ten (10) days' ’ prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor escrow agent or the deposit of the Escrow Agent Fund into the registry of a court of competent jurisdiction as provided herein. Upon any such notice of resignation or removal, iPrint Buyer and the Shareholders' Representative mutually Sellers’ Representative, acting jointly, shall agree upon and appoint a successor Escrow Agent escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,0001 billion, unless waived otherwise agreed by iPrint Buyer and the Shareholders' Sellers’ Representative. In the event Buyer and the Sellers’ Representative shall fail to appoint a successor escrow agent within thirty (30) days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agentescrow agent, such successor Escrow Agent escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's ’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 of Escrow Agent. The Escrow Agent at the time acting hereunder may resign from the --------------------------- performance of its duties hereunder at any time resign and be discharged from the escrow hereby created by giving not less than thirty (30) days' prior days advance written notice to iPrint the Issuer and by causing notice thereof to be mailed to each registered owner of the Shareholders' Representative or may be removed, with or without cause, by iPrint and Refunded Bonds specifying the Shareholders' Representative, acting jointlydate when such resignation will take effect, at any time by the giving of ten least once not less than thirty (1030) days' prior written notice days before such resignation is to Escrow Agent. Such take effect, but no such resignation or removal shall take effect upon the appointment of unless a successor Escrow Agent shall have been appointed by the holders of the Refunded Bonds or by the Issuer or otherwise as hereinafter provided herein. Upon any and such notice of resignation or removal, iPrint and the Shareholders' Representative mutually shall agree upon and appoint a successor Escrow Agent hereundershall have accepted such appointment, in which event such resignation shall be a commercial bank, trust company or other financial institution with a combined capital take effect immediately upon the appointment and surplus in excess acceptance of $100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, and the transfer to such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring funds and accounts held by the Escrow Agent hereunder. If the Escrow Agent resigns as provided above, it shall return to the Issuer the unearned portion of the fees paid to the Escrow Agent. The unearned portion of the fees shall be equal to the product of multiplying the total fee provided in Section 3.02 hereof by the faction the numerator of which is the total number of disbursements required to be made hereunder from the date of such resignation to the redemption of the Refunded Bonds, and the retiring Escrow Agent shall denominator of which is the total number of disbursements required to be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as made by the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, during the provisions entire term of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint the Purchaser and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Seller specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint Purchaser and the Shareholders' Representative mutually Seller jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be hereunder prior to the effective date of such resignation. If the Purchaser and Seller fail to appoint a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as successor Escrow Agent hereunder by within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation attorneys’ fees) related to such successor petition shall be paid jointly and severally by Purchaser and Seller. The retiring Escrow Agent shall thereupon succeed transmit all records pertaining to the Escrow Funds and become vested with shall pay all Escrow Funds to the rights, powers, privileges and duties of the retiring successor Escrow Agent, and after making copies of such records as the retiring Escrow Agent shall 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 discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removalresignation, 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.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' ’ prior written notice to iPrint the Buyer and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Company specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint Buyer and the Shareholders' Representative mutually Company jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be hereunder prior to the effective date of such resignation. If the Buyer and Company fail to appoint a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as successor Escrow Agent hereunder by within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation reasonable and documented attorneys’ fees) related to such successor petition shall be paid jointly and severally by Buyer and Company. The retiring Escrow Agent shall thereupon succeed transmit all records pertaining to the Escrow Funds and become vested with shall pay all Escrow Funds to the rights, powers, privileges and duties of the retiring successor Escrow Agent, and after making copies of such records as the retiring Escrow Agent shall deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including reasonable and documented court costs and attorneys’ fees) payable to, incurred by, or expected to be discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Representatives specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint and the Shareholders' Representative mutually Representatives jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess hereunder prior to the effective date of $100,000,000, unless waived by iPrint and the Shareholders' Representativesuch resignation. Upon the acceptance in writing of any appointment as The retiring Escrow Agent hereunder by a shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor Escrow Agent, after making copies of such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and records as the retiring Escrow Agent shall 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 discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as the exercise of its rights hereunder. Escrow Agent hereunder prior shall continue to such successionserve (notwithstanding any resignation date provided in the resignation notice) until the successor escrow agent accepts the Escrow and receives the Escrow Funds. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which Escrow Agent may be 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 Escrow Agent’s corporate trust line of business may be transferred, shall be Escrow Agent under this Escrow Agreement without further act. The Representatives may, by mutual agreement at any time, remove Escrow Agent as escrow agent hereunder, and substitute a different escrow agent, in which event, upon receipt of written notice thereof and payment of any accrued but unpaid fees due hereunder, Escrow Agent shall account for and deliver to such successor escrow agent the Escrow Funds and all other amounts held by it hereunder, and Escrow Agent shall thereupon be discharged from all further obligations under or in relation to this Escrow Agreement.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' days prior written notice to iPrint the Buyer and the Shareholders' Seller Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint and the Shareholders' Representative mutually Representatives jointly shall agree upon and appoint a successor Escrow Agent hereunderhereunder prior to the effective date of such resignation. If the Representatives fail to appoint a successor escrow agent within such time, which the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor escrow agent, and all costs and expenses (including without limitation attorneys fees) related to such petition shall be a commercial bank, trust company or other financial institution with a combined capital paid jointly and surplus in excess of $100,000,000, unless waived severally by iPrint Buyer and the Shareholders' Seller Representative. Upon the acceptance in writing of any appointment as The retiring Escrow Agent hereunder by a shall transmit all records pertaining to the Escrow Funds and pay all Escrow Funds to the successor Escrow Agent, after making copies of 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 records as the retiring Escrow Agent shall 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 discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which the Escrow Agent may be 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 corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

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

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint the Shareholder and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow AgentPurchaser specifying a date when such resignation shall take effect. Such resignation or removal shall take effect upon the earlier of (i) the appointment of a successor Escrow Agent as provided hereinherein or (ii) thirty (30) days after delivery of such notice of resignation. Upon any such notice of resignation or removalresignation, iPrint and the Shareholders' Representative mutually Representatives jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess hereunder prior to the effective date of $100,000,000, unless waived by iPrint and the Shareholders' Representativesuch resignation. Upon the acceptance in writing of any appointment as The retiring Escrow Agent hereunder by a shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds and transfer all investments to the successor Escrow Agent, after making copies of 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 records as the retiring Escrow Agent shall deems advisable and after deduction and payment to the retiring Escrow Agent of all reasonable fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which Escrow Agent may be 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 corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

Resignation of Escrow Agent. Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' prior written notice to iPrint Altiva and the Shareholders' Representative or may be removed, with or without cause, by iPrint Altiva and the Shareholders' Representative, acting jointly, at any time anytime by the giving of ten often (10) days' prior written notice to Escrow Agent. Such 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, iPrint Altiva and the Shareholders' Representative mutually jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $$ 100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to 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 Agreement.

Resignation of Escrow Agent. Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' ’ prior written notice to iPrint and the Shareholders' Representative or may be removedCompany. If, with or without causeas of the effective date of such resignation, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment of Company has not appointed a successor escrow agent that has agreed in writing to such appointment, Escrow Agent shall return all Escrow Funds to Subscribers in accordance with Section 5(a)(ii). If, as provided herein. Upon any of the effective date of such notice of resignation or removalresignation, iPrint and the Shareholders' Representative mutually shall agree upon and appoint Company has appointed a successor escrow agent that has agreed in writing to such appointment, Escrow Agent hereundershall deliver to the Company and such successor escrow agent a full accounting of all Escrow Funds received, which held and disbursed by Escrow Agent hereunder and shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and deliver all Escrow Funds to the Shareholders' Representativesuccessor escrow agent. Upon the acceptance in writing effectiveness of any appointment as Escrow Agent hereunder by a successor Escrow Agent’s resignation, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability hereunder for actions taken as Escrow Agent hereunder prior to such successionresignation. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Agreement shall inure continue to its benefit apply as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement, provided that any and all claims of Escrow Agent and the Indemnified Parties pursuant to Section 10 shall survive the termination of this Agreement or Escrow Agent’s resignation. Any corporation or association into which Escrow Agent may be 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 Escrow Agent’s corporate trust line of business may be transferred, shall be Escrow Agent under this Agreement without further act.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint the Purchaser and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Seller specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint Purchaser and the Shareholders' Representative mutually Seller jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be hereunder prior to the effective date of such resignation. If the Purchaser and Seller fail to appoint a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as successor Escrow Agent hereunder by within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and all costs and expenses (including without limitation attorneys’ fees) related to such successor petition shall be paid jointly and severally by Purchaser and Seller. The retiring Escrow Agent shall thereupon succeed transmit all records pertaining to the Escrow Funds and become vested with shall pay all Escrow Funds to the rights, powers, privileges and duties of the retiring successor Escrow Agent, and after making copies of such records as the retiring Escrow Agent shall 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 discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint the Placement Agent and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Company specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint the Placement Agent and the Shareholders' Representative mutually Sellers jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess hereunder prior to the effective date of $100,000,000, unless waived by iPrint and the Shareholders' Representativesuch resignation. Upon the acceptance in writing of any appointment as The retiring Escrow Agent hereunder by a shall transmit all records pertaining to the Escrow Funds and shall transfer all Escrow Funds to the successor Escrow Agent, after making copies of 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 records as the retiring Escrow Agent shall deems advisable and after payment by the Company or deduction from Escrow Funds (to the extent of the Company’s rights therein) of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which the Escrow Agent may be 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 corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

Resignation of Escrow Agent. The Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving at least thirty (30) days' ’ prior written notice to iPrint MIP and the Shareholders' Representative Company or may be removed, with or without cause, by iPrint MIP and the Shareholders' RepresentativeCompany, acting jointly, at any time by the giving of at least ten (10) days' ’ prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent escrow agent as provided herein. Upon any such notice of resignation or removal, iPrint MIP and the Shareholders' Representative mutually Company, acting jointly, shall agree upon and appoint a successor Escrow Agent escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,0001 billion, unless waived otherwise agreed by iPrint MIP and the Shareholders' RepresentativeCompany. In the event MIP and the Company shall fail to appoint a successor escrow agent within thirty (30) days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agentescrow agent, such successor Escrow Agent escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's ’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 of Escrow Agent. The Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' prior written notice to Escrow Agent. Such Issuer specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint and the Shareholders' Representative mutually Issuer shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and the Shareholders' Representative. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to the effective date of such successionresignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall transfer all Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after payment by the Issuer or deduction from Escrow Funds (to the extent of the Issuer’s rights therein) 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 and the exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which the Escrow Agent may be 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 corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

Resignation of Escrow Agent. Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' ’ prior written notice to iPrint Acquiror and the Shareholders' Representative Seller or may be removed, with or without cause, by iPrint Acquiror and the Shareholders' RepresentativeSeller, acting jointly, at any time by the giving of ten (10) days' ’ prior written notice to Escrow Agent. Such 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, iPrint Acquiror and the Shareholders' Representative Seller mutually shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint Acquiror and the Shareholders' RepresentativeSeller. 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 ’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.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty ten (3010) days' days prior written notice to iPrint the MGIC and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving Bank of ten (10) days' prior written notice to Escrow Agent. Such America specifying a date when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint and the Shareholders' Representative mutually Representatives jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess hereunder prior to the effective date of $100,000,000, unless waived by iPrint and the Shareholders' Representativesuch resignation. Upon the acceptance in writing of any appointment as The retiring Escrow Agent hereunder by a shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor Escrow Agent, after making copies of such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and records as the retiring Escrow Agent shall 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 discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removalresignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which Escrow Agent may be 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 Escrow Agent’s corporate trust line of business may be transferred, shall be Escrow Agent under this Escrow Agreement without further act.

Resignation of Escrow Agent. Escrow Agent may resign from the --------------------------- performance of its duties hereunder may, at any time time, resign by giving thirty (30) days' prior days advance notice in writing of such resignation (a “Notice of Resignation”) to Purchaser and Seller, specifying a date when such resignation shall take effect. If a successor Escrow Agent shall not have been appointed within thirty (30) days after the giving of the Notice of Resignation, or joint written notice instructions from Purchaser and Seller provided to iPrint and the Shareholders' Representative Escrow Agent to deliver the Escrow Amount to another person as provided below, or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointlyif such delivery is contrary to applicable law, at any time by on or after the giving effective resignation date, Escrow Agent either (i) may appoint a successor Escrow Agent of ten its own choice; or (10ii) days' prior written notice to interplead the Escrow AgentAmount with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Amount. Such resignation or removal shall take effect upon the Any appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignation or removal, iPrint and the Shareholders' Representative mutually shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital binding upon Purchaser and surplus in excess of $100,000,000, unless waived by iPrint Seller and the Shareholders' Representative. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such no appointed successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties be an agent of the retiring Escrow Agent, . Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Amount (without any obligation to reinvest the same) and to deliver the retiring same to any appointed successor Escrow Agent shall be discharged from its duties designated by Purchaser and obligations under this AgreementSeller, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to or such succession. After any retiring other person designated by Purchaser and Seller, or in accordance with the directions of a final court order, at which time of delivery Escrow Agent's resignation or removal’s obligations hereunder shall cease and terminate, subject to the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this AgreementSection 3(g).

Resignation of Escrow Agent. Escrow Agent may resign from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to iPrint and the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (10) days' ’ prior written notice to Escrow Agentthe Stockholder and FDWY. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereinhereinbelow. Upon any such notice of resignation or removalresignation, iPrint the Stockholder and the Shareholders' Representative mutually FDWY jointly shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and the Shareholders' Representative10,000,000. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Fund and shall pay all funds held by it in the Escrow Fund to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent 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 and the exercise of its rights hereunder.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving not less than thirty (30) days' ’ prior written notice to iPrint Payee and Skyline specifying a date (on or after the Shareholders' Representative or may be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time by the giving of ten (1030th day) days' prior written notice to Escrow Agent. Such when such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereineffect. Upon any such notice of resignation or removalresignation, iPrint Skyline and the Shareholders' Representative mutually Payee shall agree upon and jointly appoint a successor Escrow Agent hereunderhereunder prior to the effective date of such resignation. Escrow Agent’s resignation shall not be effective until (a) such appointment has been made, which (b) the Escrow Shares have been delivered to the successor escrow agent and (c) the successor’s acceptance of this Agreement and receipt for the Escrow Shares from the successor Escrow Agent and copies thereof shall be a commercial bank, trust company have been sent to Skyline and Payee. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Shares and shall transmit all book entry statements or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived by iPrint and evidence representing the Shareholders' Representative. Upon Escrow Shares to the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, after making copies of 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 records as the retiring Escrow Agent shall deems advisable and after payment to the retiring Escrow Agent of all fees payable to, incurred by or expected to be discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successionthe exercise of its rights hereunder. After any retiring Escrow Agent's resignation or removal’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or association into which Escrow Agent may be 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 Escrow Agent’s corporate trust line of business may be transferred, shall be Escrow Agent under this Agreement without further act.

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

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the --------------------------- performance of its duties hereunder at any time by giving thirty (30) calendar days' prior written notice of such resignation to the Fund, or immediately upon written notice to comply with any law or regulation with which the Escrow Agent must comply. The Fund may remove the Escrow Agent at any time by giving thirty (30) calendar days' prior written notice to iPrint and the Shareholders' Representative or may Escrow Agent. Upon such notice, a successor escrow agent shall be removed, with or without cause, by iPrint and the Shareholders' Representative, acting jointly, at any time appointed by the giving of ten (10) days' prior Fund who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal shall take effect upon date specified in such notice. If the appointment of Fund is unable to appoint a successor Escrow Agent as provided herein. Upon any such escrow agent within thirty (30) days after a notice of resignation or removal, iPrint and the Shareholders' Representative mutually shall agree upon and appoint Escrow Agent may, in its sole discretion, transfer the Escrow Funds to the Fund at the account provided for in Schedule 1, or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys' fees and expenses) incurred by the Escrow Agent hereunder, which in connection with such proceeding shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless waived paid by iPrint and the Shareholders' RepresentativeFund. Upon receipt of the acceptance in writing identity of any appointment as the successor escrow agent, the Escrow Agent shall deliver the Escrow Funds then held hereunder by a to the successor Escrow Agent, such successor less the Escrow Agent shall thereupon succeed Agent's fees, costs and expenses or other obligations owed to the Escrow Agent. Upon its resignation and become vested with all the rights, powers, privileges and duties delivery of the retiring Escrow AgentFunds as set forth in this Section 8, and the retiring Escrow Agent shall be discharged of and from its duties any and all further obligations under arising in connection with the Escrow Funds or this Agreement, but shall not be discharged from any liability for actions taken as provided however, the Escrow Agent hereunder prior shall be entitled to such succession. After any retiring Escrow Agent's resignation or removalthe retain the rights set forth in Sections 7, the provisions 9 and 10 of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.