Common use of Resignation of the Escrow Agent Clause in Contracts

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove If the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent maytime, in its sole discretion, deliver deems it necessary or advisable to resign as escrow agent hereunder, it may do so by giving prior written notice of such event to the Parent and the Company and thereafter delivering the Escrow Property Funds to any other escrow agent designated in a written memorandum jointly executed by the Parent and the Company delivered to the Company at Escrow Agent, and if no such escrow agent shall be so designated within sixty (60) calendar days of such written notice, then the address provided herein or Escrow Agent may apply to the clerk or other proper officer of a court of competent jurisdiction located within the State of New York to the extent permitted by law for the appointment of a successor escrow agent or for other appropriate reliefEscrow Agent (any such successor to the Escrow Agent, the “Successor Agent”). The reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding proceeding, shall be paid by by, and shall be deemed a joint and several obligation of, the CompanyCompany and Parent. Upon receipt of The Parent and the identity of Company may, at any time after the successor escrow agentdate hereof, agree in writing to substitute a Successor Agent for the Escrow Agent, whereupon the Escrow Agent shall deliver the Escrow Property then held hereunder Funds to such Successor Agent. The fees of any Successor Agent shall be borne equally by the successor Escrow Agent, less Parent and the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paidCompany. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9Funds to the Successor Agent, (i) the Escrow Agent shall be discharged of and from any and all further obligations arising in connection responsibility or liability with respect to the Escrow Property Funds (except for liability incurred hereunder due to the Escrow Agent’s gross negligence or willful misconduct prior to such delivery of the Escrow Funds) and (ii) all references herein to the “Escrow Agent” shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Escrow Agent for all purposes of this Agreement.

Resignation of the 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’ days prior written notice of such resignation to SEACOR and the Company. The Company Representative or may remove be removed, with or without cause, by SEACOR and the Escrow Agent Representative, acting jointly, at any time by the giving of thirty (30) calendar days’ days prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree shall take effect upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with as provided herein. Upon any such proceeding notice of resignation or removal, SEACOR and the Representative jointly shall appoint a successor Escrow Agent hereunder, which shall be paid by the Companya commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $250,000,000. Upon receipt the acceptance in writing of the identity of the successor escrow agent, the any appointment as Escrow Agent shall deliver the Escrow Property then held hereunder to the by a successor Escrow Agent, less such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the retiring Escrow Agent shall be discharged of from its duties and obligations under this Escrow Agreement, but shall not be discharged from any and all further obligations arising in connection with 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 Property 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 the Escrow Agent. The Escrow Agent Agent, and any successor Escrow Agent, may resign and be discharged from its duties hereunder at any time as Escrow Agent hereunder by giving thirty at least fifteen (3015) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior Business Days written notice to the other parties hereto. Upon such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, the Acquiror and the Holder Representative shall use their reasonable best efforts jointly to designate a successor Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to Acquiror and the Holder Representative do not agree upon a successor escrow agent Escrow Agent within thirty fifteen (3015) days Business Days after such the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate reliefrelief and any such resulting appointment shall be binding upon all parties hereto. The costs By mutual agreement, the Acquiror and expenses the Holder Representative shall have the right at any time upon not less than seven (including its attorneys’ fees and expenses7) incurred by Business Days written notice to terminate the appointment of the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agentAgent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the or any successor Escrow Agent, less as Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent’s fees, costs and expenses or other obligations owed any successor Escrow Agent, shall continue to the act as Escrow Agent until a successor is appointed and qualified to be paid from any interest earned in respect of the act as Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this AgreementAgent.

Resignation of the Escrow Agent. The Escrow Agent may is permitted to resign and be discharged from its the performance of the Escrow Agent’s duties hereunder under this Escrow Agreement at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ days prior written notice to Parent and the Escrow AgentSecurityholder Representative specifying a date when such resignation will take effect. Upon any such noticenotice of resignation, Parent and the Securityholder Representative jointly shall appoint a successor escrow agent shall be appointed by Escrow Agent under this Escrow Agreement prior to the Company who shall provide written notice effective date of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such noticeresignation. If Parent and the Company is unable Securityholder Representative fail to agree upon appoint a successor escrow agent Escrow Agent within thirty (30) days after such noticetime, the Escrow Agent may, in its sole discretion, deliver the Escrow Property will be permitted to the Company at the address provided herein or may apply to petition a court of competent jurisdiction for the appointment of to appoint a successor escrow agent or for other appropriate relief. The Escrow Agent, and Parent and the Securityholder Representative shall, jointly and severally, pay all costs and expenses (including its including, without limitation, reasonable attorneys’ fees and expensesfees) incurred by the Escrow Agent in connection with related to such proceeding shall be paid by the Companypetition. Upon receipt of the identity of the successor escrow agent, the The resigning Escrow Agent shall deliver transmit all records pertaining to the Escrow Property then held hereunder Fund and shall transfer all of the Escrow Fund to the successor Escrow Agent, less after making copies of such records as the resigning Escrow Agent’s fees, Agent deems advisable and after deduction and payment to the resigning Escrow Agent of all fees and expenses (including court costs and expenses reasonable attorneys’ fees) payable to, incurred by, or other obligations owed expected in good faith to be incurred by the resigning Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of the resigning Escrow Property Agent’s duties and the exercise of the resigning Escrow Agent’s rights under this Escrow Agreement. After any resigning Escrow Agent’s resignation, the provisions of this Escrow Agreement will inure to such resigning Escrow Agent’s benefit as to any actions taken or omitted to be taken by such resigning Escrow Agent while such resigning Escrow Agent was serving as the Escrow Agent under this Escrow Agreement.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder shall have the right at any time to resign hereunder by giving thirty (30) calendar written notice of its resignation to the Administrative Agent and the Borrower at the addresses set forth herein or at such other addresses as the Administrative Agent and/or the Borrower shall provide, at least 30 days’ prior written notice of to the date specified for such resignation to take effect. Upon the Company. The Company may remove effective date of such resignation, all cash and other payments and all other property then held by the Escrow Agent at any time hereunder shall be delivered by giving thirty it to a successor Escrow Agent appointed by the Administrative Agent with the consent of the Borrower. If no successor Escrow Agent is appointed, the Escrow Agent either (30a) calendar days’ prior written notice may interplead the Escrowed Funds with a court of competent jurisdiction or (b) appoint a successor escrow agent of its own choice (which appointment shall be subject to the Escrow Agentprior consent of the Borrower, such consent not to be unreasonably withheld or delayed). Upon such notice, Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed by the Company who successor escrow agent shall provide written notice be deemed to be an agent of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder Escrowed Funds to the any appointed successor Escrow Agentescrow agent, less at which time, the Escrow Agent’s fees, costs obligations under this Agreement shall cease and expenses or other obligations owed to terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to be paid from any interest earned in respect which all or substantially all of the Escrow Propertyescrow business may be transferred, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, shall be the Escrow Agent shall be discharged of and from any and all under this Agreement without further obligations arising in connection with the Escrow Property or this Agreementact.

Resignation of the Escrow Agent. The Escrow Agent may shall have the right to resign and be discharged from its duties upon 30 days written notice to the Company. In the event of such resignation, Company shall appoint a successor escrow agent hereunder at any time by giving thirty (30) calendar days’ prior delivering to the Escrow Agent a written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agentappointment. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice receipt of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent mayshall deliver to the designated successor escrow agent all money and other property held hereunder and shall thereupon be released and discharged from any and all further responsibilities whatsoever under this Agreement; provided, however, the Escrow Agent shall not be deprived of its compensation earned prior to such time. If no successor escrow agent shall have been designated by the date specified in its the Escrow Agent’s notice, all obligations of the Escrow Agent hereunder shall nevertheless cease and terminate and the Escrow Agent’s sole discretion, responsibility thereafter shall be to keep safely all property then held by it and to deliver the same to a person designated by the other parties hereto. Additionally, if no successor escrow agent shall have been designated, the Escrow Property to the Company Agent may (i) at the address provided herein or may apply to a expense of the Company, petition any court of competent jurisdiction for the appointment of a successor escrow agent agent, or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expensesii) incurred by deposit the Escrow Agent Funds with a court of competent jurisdiction and thereafter have no further responsibilities or duties in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreementtherewith.

Resignation of the Escrow Agent. The Escrow Agent may is permitted to resign and be discharged from its the performance of the Escrow Agent’s duties hereunder under this Escrow Agreement at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ days prior written notice to the Escrow AgentBuyer and Seller specifying a date when such resignation will take effect. Upon any such noticenotice of resignation, Buyer and Seller jointly shall appoint a successor escrow agent shall be appointed by Escrow Agent under this Escrow Agreement prior to the Company who shall provide written notice effective date of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such noticeresignation. If the Company is unable Buyer and Seller fail to agree upon appoint a successor escrow agent Escrow Agent within thirty (30) days after such noticetime, the Escrow Agent may, in its sole discretion, deliver the Escrow Property will be permitted to the Company at the address provided herein or may apply to petition a court of competent jurisdiction for the appointment of to appoint a successor escrow agent or for other appropriate relief. The Escrow Agent, and Buyer and Seller shall, jointly and severally, pay all costs and expenses (including its including, without limitation, reasonable attorneys’ fees and expensesfees) incurred by the Escrow Agent in connection with related to such proceeding shall be paid by the Companypetition. Upon receipt of the identity of the successor escrow agent, the The resigning Escrow Agent shall deliver transmit all records pertaining to the Escrow Property then held hereunder Amount and shall pay all of the Escrow Amount to the successor Escrow Agent, less after making copies of such records as the resigning Escrow Agent’s fees, Agent deems advisable and after deduction and payment to the resigning Escrow Agent of all fees and expenses (including court costs and expenses reasonable attorneys’ fees) payable to, incurred by, or other obligations owed expected in good faith to be incurred by the resigning Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the performance of the resigning Escrow Property Agent’s duties and the exercise of the resigning Escrow Agent’s rights under this Escrow Agreement. After any resigning Escrow Agent’s resignation, the provisions of this Escrow Agreement will inure to such resigning Escrow Agent’s benefit as to any actions taken or omitted to be taken by such resigning Escrow Agent while such resigning Escrow Agent was serving as the Escrow Agent under this Escrow Agreement.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ ' prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ ' prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ ' fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s 's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder as such at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within not less than thirty (30) days prior written notice thereof to Buyer and Zartic, but, subject to the provisions set forth below, shall continue to serve until its successor, appointed by agreement of Buyer and Zartic, accepts appointment as a successor escrow agent. If a successor escrow agent has not been appointed or has not accepted such appointment sixty (60) days after such noticenotice of resignation has been given, the Escrow Agent may, in its sole discretion, deliver may tender into the Escrow Property to the Company at the address provided herein or may apply to a custody of any court of competent jurisdiction all funds and other property then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent or for other appropriate reliefhereunder. The costs terms and expenses (including its attorneys’ fees and expenses) incurred conditions of this Escrow Agreement will remain unimpaired by the resignation of an Escrow Agent in connection with such proceeding shall be paid by or the Companyappointment of a successor escrow agent. Upon receipt Following the appointment of the identity of the a successor escrow agent, the such person shall for all intents and purposes of this Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Agreement be an “Escrow Agent, less the Escrow Agent’s fees, costs ” hereunder. The obligations of Buyer and expenses or other obligations owed Zartic to the Escrow Agent to be paid from any interest earned in respect and the rights of the Escrow Property, Agent under Sections 8 and 10 hereof shall survive termination of this Agreement or hold any interest earned in respect the resignation or removal of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paidAgent. Upon its resignation and delivery of In the Escrow Property as set forth in this Section 9, event that the Escrow Agent submits a notice of resignation, its only duty, until a successor escrow agent shall have been appointed and shall have accepted such appointment, shall be discharged to hold, invest and dispose of the General Escrow Subaccount and the Severance Escrow Subaccount in accordance with this Escrow Agreement, but without regard to any notices, requests, instructions, demands or the like received by it from any the other parties hereto after such notice shall have been given, unless the same is a direction from the Buyer and all further obligations arising Zartic that the General Escrow Amount and the Severance Escrow Amount be paid or delivered in connection with their entirety out of the General Escrow Property or this AgreementSubaccount and the Severance Escrow Subaccount.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by upon giving thirty (30) calendar at least 30 days’ prior ' written notice of to Parent and the Securityholder Agent; PROVIDED, HOWEVER, that no such resignation shall become effective until the appointment of a successor escrow agent, which shall be accomplished as follows: Parent and the Securityholder Agent shall use their best efforts to mutually agree on a successor escrow agent within 30 days after receiving such notice. If Parent and the Company. The Company may remove Securityholder Agent fail to agree on a successor escrow agent within such time, the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice shall have the right to the Escrow Agent. Upon such noticeappoint a successor escrow agent, a which successor escrow agent shall be appointed reasonably acceptable to Parent and the Securityholder Agent. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. At any time, the holders of a majority in interest of the Escrow Amount (without considering any part of the Escrow Amount held of record beneficially by the Company who shall provide Securityholder Agent), determined at the Effective Time, may appoint a new Securityholder Agent by written consent by sending notice and a copy of the written consent appointing such new Securityholder Agent signed by such holders of a majority in interest of the Escrow Amount to the resigning Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent, Acquisition (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent, (i) the Escrow Agent shall be discharged from any further duties and liability with respect to the Escrow Amount (except as otherwise provided herein) and (ii) all references to the "Escrow Agent" shall, where applicable, be deemed to include such successor escrow agent and such successor escrow agent shall thereafter become the escrow agent hereunder upon the resignation or removal date specified in such noticeEscrow Agent for all purposes of this Agreement. If the Company is unable to agree upon a successor escrow agent is not appointed within thirty (30) days after such noticethe above time frames, then the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of 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 in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement.

Resignation of the Escrow Agent. The Escrow Agent may shall have the right to resign and be discharged from its duties upon 30 days written notice to Parent. In the event of such resignation, Parent shall appoint a successor escrow agent hereunder at any time by giving thirty (30) calendar days’ prior delivering to the Escrow Agent a written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agentappointment. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice receipt of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent mayshall deliver to the designated successor escrow agent all money and other property held hereunder and shall thereupon be released and discharged from any and all further responsibilities whatsoever under this Agreement; provided, however, the Escrow Agent shall not be deprived of its compensation earned prior to such time. If no successor escrow agent shall have been designated by the date specified in its the Escrow Agent’s notice, all obligations of the Escrow Agent hereunder shall nevertheless cease and terminate and the Escrow Agent’s sole discretion, responsibility thereafter shall be to keep safely all property then held by it and to deliver the same to a person designated by the other parties hereto. Additionally, if no successor escrow agent shall have been designated, the Escrow Property to the Company Agent may (i) at the address provided herein or may apply to a expense of Parent, petition any court of competent jurisdiction for the appointment of a successor escrow agent agent, or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expensesii) incurred by deposit the Escrow Agent Funds with a court of competent jurisdiction and thereafter have no further responsibilities or duties in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreementtherewith.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty twenty (3020) calendar days’ prior written notice of such resignation to the Company. The Company REIT and WAS I or may remove the Escrow Agent be removed, with or without cause, by REIT and WAS I, acting jointly, at any time by the giving thirty (30) calendar days’ of prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree shall take effect upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent as provided herein. Upon any such notice of resignation or for removal, REIT and WAS I, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other appropriate relief. The costs financial institution, unless otherwise agreed by REIT and expenses (including its attorneys’ fees WAS I as evidenced by written instructions executed by REIT and expenses) incurred by WAS I. Upon the acceptance in writing of any appointment as the Escrow Agent in connection with such proceeding shall be paid hereunder by the Company. Upon receipt of the identity of the a successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the Escrow Agent shall deliver rights, powers, privileges and duties of the Escrow Property then held hereunder to the successor retiring Escrow Agent, less and the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the retiring Escrow Agent shall be discharged of from its duties and obligations hereunder, but shall not be discharged from any and all further obligations arising in connection with liability for actions taken as the Escrow Property Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this AgreementAgreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent hereunder.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time resign as escrow agent hereunder by giving thirty (30) calendar days’ ' prior written notice of such resignation to the CompanyPurchaser and the Seller. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice Prior to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice effective date of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date as specified in such notice, the Purchaser and the Seller will issue to the Escrow Agent joint written instructions directing redelivery of all property held pursuant to this Agreement to a bank or trust company which they mutually select. If If, however, the Company is unable Purchaser and the Seller shall fail to agree upon name such a successor escrow agent within thirty twenty (3020) days after such noticethe notice of resignation from the Escrow Agent, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may (i) 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 in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, or (ii) deposit all property held pursuant to this Agreement into the registry of a court of proper jurisdiction, and in either such case the Escrow Agent shall deliver thereupon be relieved of any further obligation under this Agreement. Any such successor escrow agent must agree to be and shall be bound by, and shall have all the rights, duties and responsibilities of the Escrow Property then held hereunder Agent under this Agreement. Such resignation shall not deprive the Escrow Agent of its compensation earned prior to the successor Escrow Agentsuch resignation, less the Escrow Agent’s fees's right to reimbursement of expenses, costs and expenses or other obligations owed the Escrow Agent's rights to the Escrow Agent to be paid from any interest earned indemnification provided for in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement8 hereof.