Common use of Resignation or Removal of Escrow Agent Clause in Contracts

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank or trust company which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.“Rating Agency” (as defined in the Note Purchase Agreement) with respect to the Certificates, that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates provided by such Rating Agency or (b) a withdrawal or suspension by such Rating Agency of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank or trust company which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Fitch Ratings Ltd., Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.Standard & Poor’s Financial Services LLC business, that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign from the performance of its duties hereunder at any time by giving 30 days' providing thirty (30) Days’ prior written notice thereof to Owner and Contractor or may be removed, with or without cause, by Owner and Contractor, acting jointly, at any time by providing thirty (30) Days’ prior written notice to Escrow Agent. Such resignation or removal shall take effect upon the Investors, but may not otherwise be removed except for cause by the written consent appointment of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")successor escrow agent as provided herein. Upon any such notice of resignation or removal, the InvestorsOwner and Contractor, by an Action of Investorsacting jointly, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentescrow agent hereunder, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent which shall be a bank which has an office in the United States commercial bank, trust company or other financial institution with a combined capital and surplus in excess of at least $100,000,000, unless otherwise agreed by Owner and Contractor as evidenced by written instructions executed by Owner and Contractor. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor escrow agent: (i) the retiring Escrow Agent shall enter into deliver the Escrow Funds to the successor escrow agent, (ii) such documents as the Pass Through Trustee shall require and successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and (iii) the retiring Escrow Agent shall be discharged from its duties and obligations hereunderunder this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. No After any retiring Escrow Agent’s resignation or removal 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. If Owner and Contractor fail to designate a substitute escrow agent within ten (10) Business Days after receiving a notice of Escrow Agent’s resignation or delivering to Escrow Agent a notice of removal, Escrow Agent may institute a petition for interpleader. Escrow Agent’s sole responsibility after such ten (10) Business Day notice period expires shall be to hold the Escrow Agent shall be effective unless Funds (without any obligation to reinvest the same) and to deliver the same to a written confirmation shall have been obtained from each of Xxxxx'x Investors Servicedesignated substitute escrow agent, Inc. and Standard & Poor's Ratings Servicesif any, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent or in accordance with the successor directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgent’s obligations hereunder shall cease and terminate.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 thirty (30) days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division Division of The the XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Rating Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.Standard & Poor’s Financial Services LLC business, that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank or a trust company which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Fitch Ratings, Inc. and Xxxxx’x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., to the effect that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the The Escrow Agent may resign at any time by giving 30 days' the Company and all of the Attorneys General of the Beneficiary States covered by this Escrow Agreement ninety (90) days prior written notice thereof to of such intention. The Company may remove the InvestorsEscrow Agent, but may not otherwise be removed except for cause as such, by giving the written consent Escrow Agent and all of the Investors Attorneys General of the Beneficiary States covered by this Escrow Agreement ninety (90) days prior written notice of such removal. When an Escrow Agent resigns or is removed, the Company shall execute a new Escrow Agreement with respect to Investors representing the new Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")Agent. Upon any such the effective date of its resignation or removal, the InvestorsEscrow Agent shall deliver the escrow funds held hereunder only to such successor escrow agent directed by the written instructions of the Company, and shall provide written notice of the delivery of the escrow funds in the QEF Account to all of the Attorneys General of the Beneficiary States covered by an Action this Escrow Agreement. Following receipt of Investorsthe escrow funds, the new Escrow Agent shall immediately provide to all of the Attorneys General of the Beneficiary States covered by this Escrow Agreement that information required by Section 3.H of the Escrow Agreement. After the effective date of its resignation or removal, the Escrow Agent shall have no duty with respect to the right escrow funds except to appoint a hold such property in safekeeping and to deliver same to its successor Escrow Agentor as is directed in writing by the Company. If no successor Escrow Agent shall have has been so appointed and shall have accepted by the Company within ninety (90) days from the date such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agenthas been given, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a entitled to tender into the registry or custody of any court of competent jurisdiction located in the applicable Beneficiary State all or part of the escrowed funds held for the benefit of the applicable Beneficiary State by giving written confirmation shall notice of such action to the Company and all of the Attorneys General of the Beneficiary States. In addition, the court to which funds in the QEF Account have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that tendered may order such funds held by the replacement State Treasurer of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunderlying Beneficiary State if consented to by that Beneficiary State.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the The Escrow Agent may resign at any time by giving 30 days' the Company and all of the Attorneys General of the Beneficiary States covered by this Escrow Agreement ninety (90) days prior written notice thereof to of such intention. The Company may remove the InvestorsEscrow Agent, but may not otherwise be removed except for cause as such, by giving the written consent Escrow Agent and all of the Investors Attorneys General of the Beneficiary States covered by this Escrow Agreement ninety (90) days prior written notice of such removal. When an Escrow Agent resigns or is removed, the Company shall execute a new Escrow Agreement with respect to Investors representing the new Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")Agent. Upon any such the effective date of its resignation or removal, the InvestorsEscrow Agent shall deliver the escrow funds held hereunder only to such successor escrow agent directed by the written instructions of the Company, and shall provide written notice of the delivery of the escrow funds in the QEF Account to all of the Attorneys General of the Beneficiary States covered by an Action this Escrow Agreement. Following receipt of Investorsthe escrow funds, the new Escrow Agent shall immediately provide to all of the Attorneys General of the Beneficiary States covered by this Escrow Agreement that information required by Section 3.H of the Escrow Agreement. After the effective date of its resignation or removal, the Escrow Agent shall have no duty with respect to the right escrow funds except to appoint a hold such property in safekeeping and to deliver same to its successor Escrow Agentor as is directed in writing by the Company. If no successor Escrow Xxxxxx Agent shall have has been so appointed and shall have accepted by the Company within ninety (90) days from the date such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agenthas been given, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a entitled to tender into the registry or custody of any court of competent jurisdiction located in the applicable Beneficiary State all or part of the escrowed funds held for the benefit of the applicable Beneficiary State by giving written confirmation shall notice of such action to the Company and all of the Attorneys General of the Beneficiary States. In addition, the court to which funds in the QEF Account have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that tendered may order such funds held by the replacement State Treasurer of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunderlying Beneficiary State if consented to by that Beneficiary State.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and Xxxxx’x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank or a trust company which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., Standard & Poor’s Financial Services LLC business to the effect that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates (without regard to the Policy) or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 days' ten (10) days prior written notice thereof to the InvestorsDepositor and Recipient specifying a date when such resignation shall take effect and, but after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrow Funds pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may not otherwise be removed except for cause at any time by Depositor and Recipeient giving at least thirty (30) days’ prior written notice to Escrow Agency specifying the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")date when such removal shall take effect. Upon any such notice of resignation, Depositor and Recipient jointly shall appoint a successor Escrow Agent hereunder prior to the effective date of such resignation or removal. If the Depositor and Recipient fail to appoint a successor Escrow Agent within such time, the Investors, by an Action of Investors, 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 paid by Depositor. If no successor The retiring Escrow Agent shall have been so appointed transmit all records pertaining to the Escrow Funds and shall have accepted pay all Escrow Funds to the successor Escrow Agent, after making copies of such appointment within 30 days 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. After any retiring Escrow Agent's giving of notice of resignation or removal, the removal provisions of the retiring this Escrow Agent, then the retiring Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent may appoint a successor under this Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank or trust company which has an office in the United States with a combined capital and surplus of at least $100,000,00075,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx CompaniesStandard & Poor’s Financial Services LLC business, Inc.and Fitch Ratings, Inc. to the effect that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 thirty (30) days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Rating Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the (a) The Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but Company. The Company may not otherwise be removed except for cause by remove the Escrow Agent upon written consent of notice to the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If Such resignation or removal shall take effect upon delivery of the Escrow Assets to a successor escrow agent designated in writing by the Company, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement, and shall have no further duties or responsibilities in connection herewith. The obligations of the Company to the Escrow Agent and the rights of the Escrow Agent under Sections 5, 6(c), and 6(h) hereof shall survive termination of this Agreement or the resignation or removal of the Escrow Agent. (b) In the event that the Escrow Agent submits a notice of resignation, its only duty, until a successor Escrow Agent shall have been so appointed and shall have accepted such appointment, shall be to safekeep the Escrow Assets, and hold, invest and dispose of the Escrow Assets in accordance with this Agreement, until receipt of a designation of successor Escrow Agent or a joint written disposition instrument by the other parties hereto or a Final Order of a court of competent jurisdiction, but without regard to any notices, requests, instructions, demands or the like received by it from the other parties hereto after such notice shall have been given, unless the same is a direction that the Escrow Assets be paid or delivered in its entirety out of the Escrow Account. The Escrow Agent, upon submission of its resignation in accordance with this subparagraph (b) may deposit the Escrow Assets with a court of competent jurisdiction if the Escrow Agent deems such action advisable. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment within of a successor (including a court of competent jurisdiction) or (b) the day which is 30 days after the retiring Escrow Agent's giving date of delivery of its written notice of resignation or to the removal of other parties hereto. If, at the retiring Escrow Agent, then time the retiring Escrow Agent may appoint has not received a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus designation of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such the Escrow Agent's sole responsibility after that time shall be to safe-keep the Escrow Assets until receipt of a designation of a successor Escrow Agent shall enter into such documents as or a joint written disposition instrument by the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties other parties hereto or a final order of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal a court of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatescompetent jurisdiction.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxxMcGrxx-Xxxx CompaniesXxxpanies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.. 9 6

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank or a trust company which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors ServiceFitch Ratings, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx CompaniesStandard & Poor’s Financial Services LLC business, Inc., to the effect that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx CompaniesStandard & Poor’s Financial Services LLC business, and Xxxxx’x Investors Service, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank or a trust company which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors ServiceFitch Ratings, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., Standard & Poor’s Financial Services LLC business to the effect that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign from the performance of its duties hereunder at any time by giving 30 providing thirty (30) calendar days' ’ prior written notice thereof to Owner and Contractor or may be removed, with or without cause, by Owner and Contractor, acting jointly, at any time by providing thirty (30) calendar days’ prior written notice to Escrow Agent. Such resignation or removal shall take effect upon the Investors, but may not otherwise be removed except for cause by the written consent appointment of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")successor escrow agent as provided herein. Upon any such notice of resignation or removal, the InvestorsOwner and Contractor, by an Action of Investorsacting jointly, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentescrow agent hereunder, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent which shall be a bank which has an office in the United States commercial bank, trust company or other financial institution with a combined capital and surplus in excess of at least $100,000,000, unless otherwise agreed by Owner and Contractor as evidenced by written instructions executed by Owner and Contractor. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor escrow agent: (i) the retiring Escrow Agent shall enter into deliver the Escrow Funds to the successor escrow agent, (ii) such documents as the Pass Through Trustee shall require and successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and (iii) the retiring Escrow Agent shall be discharged from its duties and obligations hereunderunder this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. No After any retiring Escrow Agent’s resignation or removal 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. If Owner and Contractor fail to designate a substitute escrow agent within thirty (30) calendar days after receiving a notice of Escrow Agent’s resignation or delivering to Escrow Agent a notice of removal, Escrow Agent may institute a petition for interpleader. Escrow Agent’s sole responsibility after such thirty (30) calendar day notice period expires shall be to hold the Escrow Agent shall be effective unless Funds (without any obligation to reinvest the same) and to deliver the same to a written confirmation shall have been obtained from each of Xxxxx'x Investors Servicedesignated substitute escrow agent, Inc. and Standard & Poor's Ratings Servicesif any, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent or in accordance with the successor directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgent’s obligations hereunder shall cease and terminate.

Resignation or Removal of Escrow Agent. Subject The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than 20 days' written notice to the Board and mailing notice thereof, specifying the date when such resignation will take effect to the holders of all Refunded Certificates then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Certificates then outstanding or by the Board as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent as provided below, the Agent. The Escrow Agent may resign be replaced at any time by giving 30 days' prior written notice thereof an instrument or concurrent instruments in writing, delivered to the Investors, but may not otherwise be removed except for cause Escrow Agent and signed by either the written consent Board or the holders of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest aggregate principal amount of the Refunded Certificates then outstanding. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the Account Amounts (course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Certificates then outstanding by an "ACTION OF INVESTORS"). Upon instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such resignation or removalevent, the InvestorsBoard shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Certificates then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by an Action the Board shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The Board shall mail notice of Investors, any such appointment made by it at the times and in the manner described in the first paragraph of this Section 15. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the right Board pursuant to the foregoing provisions of this Section 15 within 20 days after written notice of resignation of the Escrow Agent has been given to the Board the holder of any of the Refunded Certificates or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. If In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall have no further liability hereunder and the Board shall indemnify and hold harmless Escrow Agent from any such liability, including costs or expenses incurred by Escrow Agent or its counsel. No successor Escrow Agent shall have been so be appointed and shall have accepted unless such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in corporation with trust powers organized under the banking laws of the United States with a combined or any State, and shall have at the time of appointment capital and surplus of at least not less than $100,000,00030,000,000. Upon the acceptance of any appointment as Every successor Escrow Agent appointed hereunder by a shall execute, acknowledge and deliver to its predecessor and to the Board an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, such successor Escrow Agent without any further act, deed or conveyance, shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become fully vested with all the rights, immunities, powers, privileges trusts, duties and duties obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the Board execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring Escrow Agent, and the retiring or removed Escrow Agent shall be discharged paid in full. Should any transfer, assignment or instrument in writing from its the Board be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and obligations hereunderinstruments in writing shall, on request, be executed, acknowledged and delivered by the Board. No resignation Any corporation into which the Escrow Agent, or removal of any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall be effective unless a written confirmation party shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with be the successor Escrow Agent will not result in (a) a reduction under this Agreement without the execution or filing of any paper or any other act on the part of any of the rating for parties hereto, anything herein to the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatescontrary notwithstanding.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the InvestorsPass Through Trustee, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings ServicesRating Group, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank or a trust company which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx CompaniesStandard & Poor’s Financial Services LLC business, Inc., to the effect that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Mxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.Standard & Poor’s Financial Services LLC business, that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings ServicesRating Group, a division of The XxXxxx-XxXxxx- Xxxx Companies, Inc., Inc. that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.,

Resignation or Removal of Escrow Agent. Subject Escrow Agent may resign, at any time, for any reason, by written notice of its resignation to the appointment Company and acceptance the Dealer Manager at their respective addresses as set forth herein, at least 60 days before the date specified in such notice for such resignation to take effect. The Escrow Agent may be removed by the Company and the Dealer Manager at any time, by joint written notice executed by both the Company and the Dealer Manager, delivered at least 60 days before the date specified in such notice for the removal to take effect. In the event of the Escrow Agent’s resignation or removal: (a) A successor escrow agent, which shall be a bank or trust company organized under the laws of the United States of America, shall be appointed by the mutual agreement of the Company and the Dealer Manager. Any such successor escrow agent shall deliver to the Company and the Dealer Manager a written instrument accepting such appointment, and thereupon shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Escrow Account and all other payments and property then held by the Escrow Agent hereunder from the Escrow Agent. The Escrow Agent shall promptly deliver the Escrow Account and all other payments and property then held by the Escrow Agent hereunder, including interest thereon, to the successor escrow agent, whereupon the Escrow Agent’s obligations hereunder shall cease and terminate. (b) If no such successor escrow agent has been designated by the effective date of the Escrow Agent’s resignation or removal, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent’s sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Company or in accordance with the directions of a final order or judgment of a court of competent jurisdiction. (c) Further, if no successor escrow agent has been designated by the effective date of the Escrow Agent as provided belowAgent’s resignation or removal, the Escrow Agent may resign at petition any time by giving 30 days' prior written notice thereof to court of competent jurisdiction for the Investors, but may not otherwise be removed except for cause by the written consent appointment of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after escrow agent; further the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor pay into such court all monies and property deposited with Escrow Agent shall be a bank which has an office in under this Agreement. Notwithstanding anything herein to the United States with a combined capital and surplus of at least $100,000,000. Upon contrary, the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of will not deprive the Escrow Agent with of its rights to receive any compensation earned pursuant to the successor Escrow Agent will not result in (a) a reduction terms of this Agreement prior to the rating for the Certificates below the then current rating for the Certificates effective date of such resignation or (b) a withdrawal or suspension of the rating of the Certificatesremoval.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent , which shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. and Standard & Poor's Ratings ServicesRating Group, a division of The XxXxxxMcGrxx-Xxxx Companies, Inc.Xxx., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' thirty (30) days prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Rating Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. and Standard & Poor's Ratings ServicesRating Group, a division of The XxXxxxMcGrxx-Xxxx Companies, Inc., Xxx. that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the The Escrow Agent may resign at any time by giving 30 days' the Company and all of the Attorneys General of the Beneficiary States covered by this Escrow Agreement ninety (90) days prior written notice thereof to of such intention. The Company may remove the InvestorsEscrow Agent, but may not otherwise be removed except for cause as such, by giving the written consent Escrow Agent and all of the Investors Attorneys General of the Beneficiary States covered by this Escrow Agreement ninety (90) days prior written notice of such removal. When an Escrow Agent resigns or is removed, the Company shall execute a new Escrow Agreement with respect to Investors representing the new Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")Agent. Upon any such the effective date of its resignation or removal, the InvestorsEscrow Agent shall deliver the escrow funds held hereunder only to such successor escrow agent directed by the written instructions of the Company, and shall provide written notice of the delivery of the escrow funds in the QEF Account to all of the Attorneys General of the Beneficiary States covered by an Action this Escrow Agreement. Following receipt of Investorsthe escrow funds, the new Escrow Agent shall immediately provide to all of the Attorneys General of the Beneficiary States covered by this Escrow Agreement that information required by Section 3.I of the Escrow Agreement. After the effective date of its resignation or removal, the Escrow Agent shall have no duty with respect to the right escrow funds except to appoint a hold such property in safekeeping and to deliver same to its successor Escrow Agentor as is directed in writing by the Company. If no successor Escrow Xxxxxx Agent shall have has been so appointed and shall have accepted by the Company within ninety (90) days from the date such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agenthas been given, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a entitled to tender into the registry or custody of any court of competent jurisdiction located in the applicable Beneficiary State all or part of the escrowed funds held for the benefit of the applicable Beneficiary State by giving written confirmation shall notice of such action to the Company and all of the Attorneys General of the Beneficiary States. In addition, the court to which funds in the QEF Account have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that tendered may order such funds held by the replacement State Treasurer of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunderlying Beneficiary State if consented to by that Beneficiary State.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and Xxxxx’x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., to the effect that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice thirty (30) calendar days prior to such resignation to the Escrow Parties as provided in this Section. The Escrow Parties may remove Escrow Agent at any time by giving written notice signed by each of the Escrow Party’s Authorized Representative at least thirty (30) calendar days prior to such removal to Escrow Agent. Following such resignation or removal, a successor Escrow Agent shall be jointly appointed by the Escrow Parties, who shall provide written notice of such to the resigning or removed Escrow Agent. Such successor Escrow Agent shall become Escrow Agent hereunder, and all Escrow Assignments remaining in Escrow shall be transferred to it upon the resignation or removal date specified in such notice. If the Escrow Parties are unable to appoint a successor Escrow Agent within thirty (30) calendar days after such notice, Escrow Agent may petition any court of competent jurisdiction for the appointment and acceptance of a successor Escrow Agent as provided below, or for other appropriate relief. The reasonable costs and expenses (including but not limited to its attorney fees and expenses) incurred by Escrow Agent in connection with such proceeding shall be split 50/50 by the Escrow Parties. On the resignation/removal date and after receipt of the identity of the successor Escrow Agent, Escrow Agent may resign at any time by giving 30 days' prior written notice thereof shall either deliver and/or disburse the Escrow Assignments then held hereunder to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of Upon its resignation or the removal and delivery of the retiring Escrow AgentAssignments in their entirety as set forth in this Section, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 of and from its duties any and all future obligations hereunder. No resignation or removal of arising in connection with the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates Assignments or (b) a withdrawal or suspension of the rating of the Certificatesthis Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 thirty (30) days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Mxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division Division of The XxXxxxthe MxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 thirty (30) days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Mxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Rating Services, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent , which shall be a commercial bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 days' thirty (30) days prior written notice thereof to the InvestorsBuyer and Seller Representative specifying a date when such resignation shall take effect and, but after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrow Funds pending appointment of a successor Escrow Agent. Similarly, Buyer and Seller Representative may not otherwise be removed except for cause remove and discharge Escrow Agent from the performance of its duties hereunder at any time by jointly giving thirty (30) days prior written notice to the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than Agent specifying a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")date when such removal shall take effect. Upon any such notice of resignation or removal, Buyer and Seller Representative jointly shall appoint a successor escrow agent hereunder prior to the effective date of such resignation or removal. If the Buyer and Seller Representative fail to appoint a successor escrow agent within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor escrow agent, and all costs and expenses (including without limitation attorneys’ fees) related to such petition shall be paid jointly and severally by Buyer and Seller Representative. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Amount and shall pay all Escrow Amount 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. After any retiring Escrow Agent's resignation or removal, the Investors, provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor it while it was Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring under this Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent , which shall be a commercial bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Moody's Investors Service, Inc. and Standard & Poor's Ratings ServicesServixxx, a x division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc., that the replacement of the Escrow Agent with the Agexx xxxx xxx successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign from the performance of its duties hereunder at any time by giving 30 days' ten (10) Business Days’ prior written notice thereof to the InvestorsAcquirer and Contributor or may be removed, but may not otherwise be removed except for cause with or without cause, by Acquirer and Contributor, acting jointly, at any time by the giving of ten (10) Business Days’ prior written consent notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")successor escrow agent as provided herein. Upon any such notice of resignation or removal, the InvestorsAcquirer and Contributor, by an Action of Investorsacting jointly, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentescrow agent hereunder, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent which shall be a bank which has an office in the United States commercial bank, trust Contributor or other financial institution with a combined capital and surplus in excess of at least $100,000,000, unless otherwise agreed by Acquirer and Contributor as evidenced by written instructions executed by Acquirer and Contributor. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agentescrow agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunderunder this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. No After any retiring Escrow Agent’s resignation or removal removal, the provisions of the this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 days' ten (10) days prior written notice thereof to the InvestorsPlacement Agent and the Issuer specifying a date when such resignation shall take effect and after such specified date, but notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrow Funds pending appointment of a successor Escrow Agent. Similarly, the Issuer may not otherwise be removed except for cause remove and discharge Escrow Agent from its duties hereunder by the giving Escrow Agent no fewer than five (5) days’ prior written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")notice thereof. Upon any such notice of resignation or removal, the Investors, by an Action of Investors, Placement Agent and Issuer jointly shall have the right to appoint a successor Escrow AgentAgent hereunder prior to the effective date of such resignation. If no successor The retiring Escrow Agent shall have been so appointed transmit all records pertaining to the Escrow Funds and shall have accepted such appointment within 30 days after pay all Escrow Funds to the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring successor Escrow Agent, then after making copies of such records as the retiring Escrow Agent may appoint a successor deems advisable and after payment by Issuer or deduction from Escrow Agent. Any successor Escrow Agent shall 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 a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder incurred by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 in connection with the performance of its duties and obligations the exercise of its rights hereunder. No resignation After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or removal 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 Agent’s corporate trust line of business may be transferred, shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor under this Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgreement without further act.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 ten days' ’ prior written notice thereof to Buyer and Sellers’ Representative specifying a date when such resignation will take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrow Funds pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Buyer and Sellers’ Representative giving at least thirty days’ prior written notice to Escrow Agent specifying the date when such removal will take effect. If Buyer and Sellers’ Representative fail to jointly appoint a successor Escrow Agent prior to the Investors, but may not otherwise be removed except for cause by the written consent effective date of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action Escrow Agent may petition a court of Investors, shall have the right competent jurisdiction to appoint a successor Escrow Agentescrow agent, and all costs and expenses related to such petition shall be paid jointly and severally by Buyer and Sellers’ Representative. If no successor The retiring Escrow Agent shall have been so appointed transmit all records pertaining to the Escrow Funds and shall have accepted such appointment within 30 days after pay all Escrow Funds to the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring successor Escrow Agent, then after making copies of such records as the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital deems advisable and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require after deduction and shall thereupon succeed payment to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall 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 the exercise of its rights hereunder. No After any retiring Escrow Agent’s resignation or removal removal, the provisions of the this Agreement will inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 thirty (30) days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Fitch, Inc., Moody's Investors Service, Inc. and Standard & Poor's Ratings ServicesSxxxxxxx, a division Division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc., that the replacement of the Escrow Agent with Xxxxx xxxx the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates (without regard to the Polices, in the case of the Class G-1 and Class G-2 Certificates) or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 thirty (30) days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division Division of The the XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 upon 10 days' ’ prior written notice thereof to the Investors, but Company and may not otherwise be removed except for cause by the written mutual consent of the Investors with respect Company and each Purchaser upon 10 days’ prior notice to Investors representing Escrow Interests aggregating not less than a majority in interest in Agent. Prior to the Account Amounts (an "ACTION OF INVESTORS"). Upon any such effective date of the resignation or removalremoval of Escrow Agent or any successor escrow agent, the Investors, by an Action of Investors, Company and the Purchasers shall have the right to jointly appoint a successor escrow agent to hold the Escrow AgentDeposit and any such successor escrow agent shall execute and deliver to the predecessor escrow agent an instrument accepting such appointment and the terms of this Agreement. Thereafter, upon receipt of the Escrow Deposit from the predecessor agent, such successor agent shall, without further act, become vested with all of the rights, powers and duties of the predecessor escrow agent as if originally named herein, and such predecessor escrow agent shall be released from all obligations and liability hereunder. If no successor Escrow Agent shall have been so escrow agent is appointed and shall have accepted such appointment within 30 days after prior to the retiring Escrow Agent's giving of notice of resignation or the removal effective date of the retiring termination or resignation of the Escrow Agent, then the retiring Escrow Agent may appoint a successor may: (i) file an interpleader action in any court of competent jurisdiction and deposit the Escrow Agent. Any successor Deposit with the clerk of such court, or (ii) deliver the Escrow Agent shall be Deposit to a bank with capital in excess of $100 million which has executes and delivers to the predecessor escrow agent an office in instrument accepting such appointment and the United States with a combined capital and surplus terms of at least $100,000,000this Agreement. Upon Thereafter, upon receipt of the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow AgentDeposit from the predecessor agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and agent shall, without further act, become vested with all of the rights, powers, privileges powers and duties of the retiring Escrow Agentpredecessor escrow agent as if originally named herein, and the retiring Escrow Agent such predecessor escrow agent shall be discharged released from its duties all obligations and obligations liability hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the -------------------------------------- appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the InvestorsPass Through Trustee, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or ------------------- removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings ServicesRating Group, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject Escrow Agent may resign from the performance of its duties hereunder at any time by giving ten (10) business days’ prior written notice to the ESCROW AGREEMENT - PAGE 4 Representative and the Company; or Escrow Agent may be removed, with or without cause, by the Representative, acting by furnishing a Written Direction to Escrow Agent, at any time by the giving of ten (10) business days’ prior written notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such notice of resignation or removal, the Investors, by an Action of Investors, Representative shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000hereunder. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to to, and become vested with 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 hereunder, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. No After any retiring Escrow Agent’s resignation or removal of removal, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificateshereunder.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank or trust company which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.Standard & Poor’s Financial Services LLC business, that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign from the performance of its duties hereunder at any time by giving 30 days' ten (10) Business Days’ prior written notice thereof to the InvestorsRegency and HEP or may be removed, but may not otherwise be removed except for cause with or without cause, by Regency and HEP, acting jointly, at any time by the giving of ten (10) Business Days’ prior written consent notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")successor escrow agent as provided herein. Upon any such notice of resignation or removal, the InvestorsRegency and HEP, by an Action of Investorsacting jointly, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentescrow agent hereunder, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent which shall be a bank which has an office in the United States commercial bank, trust seller or other financial institution with a combined capital and surplus in excess of at least $100,000,000, unless otherwise agreed by Regency and HEP as evidenced by written instructions executed by Regency and HEP. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agentescrow agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunderunder this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. No After any retiring Escrow Agent’s resignation or removal removal, the provisions of the this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject (a) The Escrow Agent may resign by giving notice in writing to the appointment District, a copy of which shall be sent to DTC. The Escrow Agent may be removed (1) by (i) filing with the District an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of the Refunded Bonds then remaining unpaid, (ii) sending notice at least 60 days prior to the effective date of said removal to DTC, and acceptance (iii) the delivery of a copy of the instruments filed with the District to the Escrow Agent or (2) by a court of competent jurisdiction for failure to act in accordance with the provisions of this Agreement upon application by the District or the holders of 51% in aggregate principal amount of the Refunded Bonds then remaining unpaid. (b) If the position of Escrow Agent becomes vacant due to resignation or removal of the Escrow Agent or any other reason, a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause appointed by the written consent District. The holders of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in principal amount of the Account Amounts (Refunded Bonds then remaining unpaid may, by an "ACTION OF INVESTORS")instrument or instruments filed with the District, appoint a successor Escrow Agent who shall supersede any Escrow Agent theretofore appointed by the District. Upon If no successor Escrow Agent is appointed by the District or the holders of such Refunded Bonds then remaining unpaid, within 45 days after any such resignation or removal, the Investors, by an Action holder of Investors, shall have any such Refunded Bond or any retiring Escrow Agent may apply to a court of competent jurisdiction for the right to appoint appointment of a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal The responsibilities of the Escrow Agent shall under this Escrow Agreement will not be effective unless discharged until a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the new Escrow Agent with is appointed and until the successor cash and investments held under this Escrow Agent will not result in (a) a reduction of Agreement are transferred to the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesnew Escrow Agent.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings ServicesRating Group, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Mxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.Standard & Poor’s Financial Services LLC business, that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject The Escrow Agent may -------------------------------------- resign as such following the giving of sixty (60) days' prior written notice (the "Resignation Notice") to the other parties hereto. Similarly, the Escrow ------------------ Agent may be removed and replaced following the giving of ten (10) days' prior written notice (the "Replacement Notice") given jointly by Buyer and Sellers' ------------------ Agent to the Escrow Agent. In either event, the duties of the Escrow Agent hereunder shall terminate thirty (30) days after the date of (x) receipt by the Sellers' Agent and by Buyer of the Resignation Notice or (y) receipt by the Escrow Agent of the Replacement Notice, as applicable. Prior to the termination of such 60-day or 10-day notice period, as applicable, the Escrow Agent shall then deliver the balance of the Escrowed Interests then in its possession to a successor Escrow Agent as shall be appointed by the other parties hereto as evidenced by a written notice filed with the Escrow Agent. If the Buyer and the Sellers' Agent are unable to agree upon a successor Escrow Agent or shall have failed to appoint a successor Escrow Agent prior to the expiration of thirty (30) days following the date of receipt by the Sellers' Agent and the Buyer of the Resignation Notice or the date of receipt by the Escrow Agent of the Removal Notice, as applicable, the then acting Escrow Agent may petition any court of competent jurisdiction for the appointment and acceptance of a successor Escrow Agent as provided belowor other appropriate relief (the costs and expenses of which shall be jointly borne by Buyer and Seller), the Escrow Agent may resign at and any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise such resulting appointment shall be removed except for cause by the written consent binding upon all of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")parties hereto. Upon acknowledgement by any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentreceipt of the then remaining balance of the Escrowed Interests, the then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor acting Escrow Agent shall be a bank which has an office in fully released and relieved of all duties, responsibilities and obligations under this Agreement, other than those resulting from the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent's negligence, such bad faith or willful misconduct, and the successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon shall, without further act or deed, succeed to and become vested with all the rights, powersduties, privileges responsibilities and duties obligations of the retiring Escrow Agent, and the retiring predecessor Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the The Escrow Agent may at any time resign by written notice of such resignation to CCIC and Powertel, in which event Powertel and CCIC shall designate a successor escrow agent within thirty (30) days following the receipt by Powertel and CCIC of such notice. CCIC and Powertel shall have the right at any time by giving 30 days' prior mutual written notice thereof agreement to remove the Escrow Agent and appoint a successor. If the Escrow Agent shall resign or be removed, a successor escrow agent, which shall be a bank or trust company having assets in excess of $2 billion, shall be appointed by CCIC and Powertel by written instrument executed by CCIC and Powertel and delivered to the InvestorsEscrow Agent and to such successor escrow agent and, but may not otherwise be removed except for cause by thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor escrow agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written consent request of CCIC, Powertel or the Investors with respect successor escrow agent, execute and deliver to Investors representing such successor escrow agent all the right, title and interest hereunder in and to the Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any Deposit of such resignation or removal, the Investors, by an Action predecessor Escrow Agent and all other rights hereunder of Investors, shall have the right to appoint a successor such predecessor Escrow Agent. If no successor Escrow Agent escrow agent shall have been so appointed and shall have accepted such appointment within 30 business days after the retiring Escrow Agent's giving of a notice of resignation or by the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be entitled to apply to a bank which has an office in court of competent jurisdiction for the United States with appointment of a combined capital successor and surplus to tender into the registry or custody of at least $100,000,000any court of competent jurisdiction any part or all of the Escrow Deposit. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require its resignation and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties delivery of the retiring Escrow AgentDeposit as set forth above, and the retiring Escrow Agent shall be discharged from its duties any and all further obligations hereunderarising in connection with the escrow contemplated by this Agreement. No resignation or removal of the The Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates entitled to its compensation earned prior to any removal or (b) a withdrawal or suspension of the rating of the Certificatesresignation.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Moody's Investors ServiceServicx, Inc. Xxx. and Standard & Poor's Ratings Services, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc.Ixx., that the xxxx xhe replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 ten (10) days' ’ prior written notice thereof to Depositor and GC Advisors specifying a date when such resignation shall take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrow Property pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Depositor and GC Advisors giving at least thirty (30) days’ prior written notice to Escrow Agent specifying the date when such removal shall take effect. If Depositor and GC Advisors fail to jointly appoint a successor Escrow Agent prior to the Investors, but may not otherwise be removed except for cause by the written consent effective date of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action Escrow Agent may petition a court of Investors, shall have the right competent jurisdiction to appoint a successor Escrow Agentescrow agent, and all costs and expenses related to such petition shall be paid jointly and severally by Depositor and GC Advisors. If no successor The retiring Escrow Agent shall have been so appointed transmit all records pertaining to the Escrow Property and shall have accepted such appointment within 30 days after pay all Escrow Property to the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring successor Escrow Agent, then after making copies of such records as the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital deems advisable and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require after deduction and shall thereupon succeed payment to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall 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 the exercise of its rights hereunder. No After any retiring Escrow Agent’s resignation or removal removal, the provisions of the this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the a. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 days' thirty days prior written notice thereof to the InvestorsEscrow Issuers specifying a date when such resignation shall take effect. The Escrow Issuers may, but may with notice to the Trustee and the consent of Credit Suisse (which consent shall not otherwise unreasonably be removed except for cause withheld, delayed or conditioned), remove the Escrow Agent at any time by giving the Escrow Agent thirty days prior written notice signed by the written consent Escrow Issuers. b. Within ten Business Days after receiving the foregoing notice of resignation from the Escrow Agent or after giving the foregoing notice of removal to the Escrow Agent, the Escrow Issuers and Credit Suisse jointly shall appoint a successor Escrow Agent hereunder prior to the effective date of such resignation. The Escrow Issuers shall cause any successor Escrow Agent to assume the obligations of the Investors with respect Escrow Agent hereunder or to Investors representing Escrow Interests aggregating not less than a majority in interest enter into an escrow and security agreement substantially in the Account Amounts (an "ACTION OF INVESTORS")form of this Agreement. Upon any such resignation or removal, If the Investors, by an Action of Investors, shall have the right Escrow Issuers and Credit Suisse fail to appoint a successor Escrow Agent. If no successor escrow agent within such time, the Escrow Agent shall have been so appointed the right, in its sole discretion, to deliver the Escrow Property to the Trustee at the address provided herein or 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 have accepted such appointment within 30 days after be paid solely by the Escrow Issuers and Cequel, jointly and severally. c. The retiring Escrow Agent's giving of notice of resignation or Agent shall transmit all records pertaining to the removal of Escrow Property and pay all Escrow Property to the retiring successor Escrow Agent, then after making copies of such records as the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital deems advisable and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require after deduction and shall thereupon succeed payment to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall 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 the exercise of its rights hereunder. No resignation After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or removal omitted to be taken by it while it was Escrow Agent under this 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 Agent’s corporate trust line of business may be transferred, shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement without further act.

Resignation or Removal of Escrow Agent. Subject The Escrow Agent may resign as such following the giving of thirty (30) calendar days’ prior written notice to the appointment and acceptance of a successor Escrow Agent as provided belowother parties hereto. Similarly, the Escrow Agent may resign at any time by be removed and replaced following the giving 30 of thirty (30) days' ’ prior written notice thereof to the InvestorsEscrow Agent by Parent and the Representative. In either event, but (a) promptly after such notice Parent and the Representative will mutually appoint a banking corporation or trust company having capital and surplus in excess of $100,000,000 and organized under the laws of the United States or of a state of the United States, and (b) the duties of the Escrow Agent shall terminate thirty (30) days after receipt of such notice (or as of such earlier date as may not otherwise be removed except for cause mutually agreeable); and the Escrow Agent shall then deliver the following to a successor escrow agent, as evidenced by a written notice filed with the Escrow Agent: (i) the balance of the moneys or assets then in its possession, less any fees, expenses and charges then due and owing to the Escrow Agent, (ii) records relating to any prior disbursements made by the written consent Escrow Agent from the Escrow Agent prior to such appointment date and (iii) copies of all notices and instructions delivered to the Escrow Agent pursuant to this Agreement. Upon the delivery or transfer of all such materials, the Escrow Agent’s obligations under this Agreement shall cease and terminate; provided, that the Escrow Agent shall not be discharged from any liabilities for any gross negligence or willful misconduct taken as the Escrow Agent under this Agreement prior to such succession. The resigning or removed Escrow Agent shall provide reasonable assistance to the successor escrow agent. If Parent and the Representative have failed to appoint a successor prior to the expiration of thirty (30) calendar days following delivery of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such notice of resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any or petition any court of competent jurisdiction for the appointment of a successor Escrow Agent escrow agent or for other appropriate relief, and any such resulting appointment shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with binding upon 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesparties hereto.

Resignation or Removal of Escrow Agent. Subject (a) The Escrow Agent may resign by giving notice in writing to the appointment Authority and acceptance the City, a copy of which shall be sent to DTC. The Escrow Agent may be removed (1) by (i) filing with the Authority and the City an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of the Refunded Bonds then remaining unpaid, (ii) sending notice at least 60 days prior to the effective date of said removal to DTC, and (iii) the delivery of a copy of the instruments filed with the Authority and the City to the Escrow Agent or (2) by a court of competent jurisdiction for failure to act in accordance with the provisions of this Agreement upon application by the Authority and the City or the holders of 5% in aggregate principal amount of the Refunded Bonds then remaining unpaid. (b) If the position of Escrow Agent becomes vacant due to resignation or removal of the Escrow Agent or any other reason, a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause appointed by the written consent Authority. The holders of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in principal amount of the Account Amounts (Refunded Bonds then remaining unpaid may, by an "ACTION OF INVESTORS")instrument or instruments filed with the City and the Authority, appoint a successor Escrow Agent who shall supersede any Escrow Agent theretofore appointed by the Authority. Upon If no successor Escrow Agent is appointed by the Authority or the holders of such Refunded Bonds then remaining unpaid, within 45 days after any such resignation or removal, the Investors, by an Action holder of Investors, shall have any such Refunded Bond or any retiring Escrow Agent may apply to a court of competent jurisdiction for the right to appoint appointment of a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal The responsibilities of the Escrow Agent shall under this Escrow Agreement will not be effective unless discharged until a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the new Escrow Agent with is appointed and until any cash and investments held under this Escrow Agreement are transferred to the successor new Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgent.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the (a) The Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but Company. The Company may not otherwise be removed except for cause by remove the Escrow Agent upon written consent of notice to the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If Such resignation or removal shall take effect upon delivery of the Escrow Assets to a successor escrow agent designated in writing by the Company, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement, and shall have no further duties or responsibilities in connection herewith. The obligations of the Company to the Escrow Agent and the rights of the Escrow Agent under Sections 4 and 5(k) hereof shall survive termination of this Agreement or the resignation or removal of the Escrow Agent. (b) In the event that the Escrow Agent submits a notice of resignation, its only duty, until a successor Escrow Agent shall have been so appointed and shall have accepted such appointment, shall be to safekeep the Escrow Assets, and hold, invest and dispose of the Escrow Assets in accordance with this Agreement, until receipt of a designation of successor Escrow Agent or a joint written disposition instrument by the other parties hereto or a Final Order of a court of competent jurisdiction, but without regard to any notices, requests, instructions, demands or the like received by it from the other parties hereto after such notice shall have been given, unless the same is a direction that the Escrow Assets be paid or delivered in its entirety out of the Escrow Account. The Escrow Agent, upon submission of its resignation in accordance with this subparagraph (b) may deposit the Escrow Assets with a court of competent jurisdiction if the Escrow Agent deems such action advisable. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment within of a successor (including a court of competent jurisdiction) or (b) the day which is 30 days after the retiring Escrow Agent's giving date of delivery of its written notice of resignation or to the removal of other parties hereto. If, at the retiring Escrow Agent, then time the retiring Escrow Agent may appoint has not received a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus designation of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such the Escrow Agent's sole responsibility after that time shall be to safe-keep the Escrow Assets until receipt of a designation of a successor Escrow Agent shall enter into such documents as or a joint written disposition instrument by the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties other parties hereto or a final order of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal a court of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatescompetent jurisdiction.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the (a) The Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunderhereunder at any time by giving 30 calendar days prior written notice in writing to the Successor Agency. The Escrow Agent may be removed (1) by (i) filing with the Successor Agency and the Escrow Agent of an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of the Refunded Bonds then remaining unpaid, and (ii) the Successor Agency delivering written notice to the Escrow Agent, or (2) by a court of competent jurisdiction for failure to act in accordance with the provisions of this Agreement upon application by the Successor Agency or the holders of 5% in aggregate principal amount of the Refunded Bonds then remaining unpaid. (b) No resignation or removal of the Escrow Agent shall be become effective unless until a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result has been appointed hereunder and until the cash, Investment Securities and Substitute Investment Securities held under this Agreement are transferred to the new Escrow Agent. The Successor Agency or the holders of a majority in (a) a reduction principal amount of the rating Refunded Bonds then remaining unpaid may, by an instrument or instruments filed with the Successor Agency, appoint a successor Escrow Agent who shall supersede any Escrow Agent theretofore appointed by the Successor Agency. If no successor Escrow Agent is appointed by the Successor Agency or the holders of such Refunded Bonds then remaining unpaid, within 45 calendar days after notice of any such resignation or removal, the holder of any such Refunded Bonds or any retiring Escrow Agent may (at the sole cost and expense of the Successor Agency, including with respect to reasonable attorneys’ fees and expenses) apply to a court of competent jurisdiction for the Certificates below the then current rating for the Certificates appointment of a successor Xxxxxx Agent and any such resulting appointment or (b) a withdrawal or suspension relief shall be binding upon all of the rating of the Certificatesparties.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the The Escrow Agent may resign at any time by giving 30 days' the Company and all of the Attorneys General of the Beneficiary States covered by this Escrow Agreement ninety (90) days prior written notice thereof to of such intention. The Company may remove the InvestorsEscrow Agent, but may not otherwise be removed except for cause as such, by giving the written consent Escrow Agent and all of the Investors Attorneys General of the Beneficiary States covered by this Escrow Agreement ninety (90) days prior written notice of such removal. When an Escrow Agent resigns or is removed, the Company shall execute a new Escrow Agreement with respect to Investors representing the new Escrow Interests aggregating not less than a majority in interest in Agent Upon the Account Amounts (an "ACTION OF INVESTORS"). Upon any such effective date of its resignation or removal, the InvestorsEscrow Agent shall deliver the escrow funds held hereunder only to such successor escrow agent directed by the written instructions of the Company, and shall provide written notice of the delivery of the escrow funds in the QEF Account to all of the Attorneys General of the Beneficiary States covered by an Action this Escrow Agreement. Following receipt of Investorsthe escrow funds, the new Escrow Agent shall immediately provide to all of the Attorneys General of the Beneficiary States covered by this Escrow Agreement that information required by Section 3.H of the Escrow Agreement. After the effective date of its resignation or removal, the Escrow Agent shall have no duty with respect to the right escrow funds except to appoint a hold such property in safekeeping and to deliver same to its successor Escrow Agentor as is directed in writing by the Company. If no successor Escrow Xxxxxx Agent shall have has been so appointed and shall have accepted by the Company within ninety (90) days from the date such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agenthas been given, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each entitled to tender into the registry or custody of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division any court of The XxXxxx-Xxxx Companies, Inc., that competent jurisdiction located in the replacement applicable Beneficiary State all or part of the Escrow Agent with escrowed funds held for the successor Escrow Agent will not result in (a) a reduction benefit of the rating for applicable Beneficiary State by giving written notice of such action to the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension Company and all of the rating Attorneys General of the CertificatesBeneficiary States.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 thirty (30) days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Inves- tors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Moody's Inves- tors Service, Inc. and Standard & Poor's Ratings Rating Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 ten (10) days' ’ prior written notice thereof to Buyers’ Parent and Sellers’ Parent specifying a date when such resignation shall take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Deposit Funds pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Buyers’ Parent and Sellers’ Parent giving at least thirty (30) days’ prior written notice to Escrow Agent specifying the date when such removal shall take effect. If Buyers’ Parent and Sellers’ Parent fail to jointly appoint a successor Escrow Agent prior to the Investors, but may not otherwise be removed except for cause by the written consent effective date of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, Escrow Agent may petition the Investors, by an Action of Investors, shall have the right Bankruptcy Court to appoint a successor Escrow Agentescrow agent, and all costs and expenses related to such petition shall be paid jointly and severally by Buyers’ Parent and Sellers’ Parent. If no successor The retiring Escrow Agent shall have been so appointed transmit all records pertaining to the Deposit Funds and shall have accepted such appointment within 30 days after pay all Deposit Funds to the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring successor Escrow Agent, then after making copies of such records as the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital deems advisable and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require after deduction and shall thereupon succeed payment to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall 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 the exercise of its rights hereunder. No After any retiring Escrow Agent’s resignation or removal removal, the provisions of the this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 thirty (30) days' ’ prior written notice thereof to the InvestorsDepositor specifying a date when such resignation shall take effect. Within such thirty (30) days, but Depositor shall appoint a successor escrow agent. Such resignation shall be effective upon the appointment and acceptance by a successor Escrow Agent. Similarly, Escrow Agent may not otherwise be removed except for cause at any time by the Depositor giving at least thirty (30) days’ prior written consent of notice to Escrow Agent specifying the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")date when such removal shall take effect. Upon any such notice of resignation, Depositor shall appoint a successor Escrow Agent hereunder prior to the effective date of such resignation. Such resignation or removalshall be effective upon the appointment of and acceptance by a successor Escrow Agent. If the Depositor fails to appoint a successor Escrow Agent within such time, the Investors, by an Action of Investors, 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 paid by Depositor. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after In both the retiring Escrow Agent's giving of notice case of resignation or the removal of the retiring Escrow Agentand removal, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 promptly transmit all records pertaining to the Escrow Proceeds and shall pay all Escrow Proceeds 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 discharged from incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations the exercise of its rights hereunder. No After any retiring Escrow Agent’s resignation or removal removal, as applicable, the provisions of the 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 shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the under this Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgreement.

Resignation or Removal of Escrow Agent. Subject (a) The Escrow Agent may resign by giving written notice to the Company and the Trustee. Such resignation shall take effect upon delivery of the Escrowed Property to a successor Escrow Agent designated in writing by the Company, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement, and shall have no further duties or responsibilities in connection herewith. (b) The Company may remove the Escrow Agent upon written notice to the Escrow Agent signed by the Company. Such removal shall take effect upon delivery of the Escrowed Property to a successor Escrow Agent designated in writing by the Company, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the Escrowed Property without unreasonable delay after receiving the Company’s designation of a successor Escrow Agent. (c) If after 30 days from the date of delivery of its written notice of intent to resign or of the Company’s notice of removal the Escrow Agent has not received a written designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility shall be in its sole discretion either to retain custody of the Escrowed Property without any obligation to invest or reinvest any such Escrowed Property until it receives such designation, or to apply to a court of competent jurisdiction for appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted after such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation to have no further duties or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office responsibilities in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesconnection herewith.

Resignation or Removal of Escrow Agent. Subject to This Agreement may be --------------------------------------------------- altered or amended only with the appointment and acceptance written consent of a successor Escrow Agent as provided belowthe Issuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving 30 days' prior written notice of such resignation to the Issuer and the Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer or the Placement Agent in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent Escrow Agent then acting. Upon its resignation and delivery of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority Fund as set forth in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removalthis Section 6, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 of and from its duties any and all further obligations hereunderarising in connection with the escrow contemplated by this Agreement. No resignation or removal Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Serviceentitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement transfer of the Escrow Agent with the Fund to a successor Escrow Agent will not result in (a) a reduction escrow agent or distribution of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesFund pursuant to this Section 6.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a Escrow Agreement 2013-1A successor Escrow Agent. Any successor Escrow Agent shall be a bank or trust company which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.“Rating Agency” (as defined in the Note Purchase Agreement) with respect to the Certificates, that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates provided by such Rating Agency or (b) a withdrawal or suspension by such Rating Agency of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject -------------------------------------- to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the InvestorsPass Through Trustee, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or ------------------- removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings ServicesRating Group, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the (a) The Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunderhereunder at any time by giving 30 calendar days prior written notice in writing to the Authority. The Escrow Agent may be removed (1) by (i) filing with the Authority and the Escrow Agent of an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of the Refunded Bonds then remaining unpaid, and (ii) the Authority delivering written notice to the Escrow Agent, or (2) by a court of competent jurisdiction for failure to act in accordance with the provisions of this Agreement upon application by the Authority or the holders of 5% in aggregate principal amount of the Refunded Bonds then remaining unpaid. (b) No resignation or removal of the Escrow Agent shall be become effective unless until a written confirmation shall have successor Xxxxxx Agent has been obtained from each appointed hereunder and until the cash, Investment Securities and Substitute Investment Securities held under this Agreement are transferred to the new Escrow Agent. The Authority or the holders of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement majority in principal amount of the Escrow Agent Refunded Bonds then remaining unpaid may, by an instrument or instruments filed with the Authority, appoint a successor Escrow Agent will not result in who shall supersede any Escrow Agent theretofore appointed by the Authority. If no successor Xxxxxx Agent is appointed by the Authority or the holders of such Refunded Bonds then remaining unpaid, within 45 calendar days after notice of any such resignation or removal, the holder of any such Refunded Bonds or any retiring Escrow Agent may (a) a reduction at the sole cost and expense of the rating Authority, including with respect to reasonable attorneys’ fees and expenses) apply to a court of competent jurisdiction for the Certificates below the then current rating for the Certificates appointment of a successor Xxxxxx Agent and any such resulting appointment or (b) a withdrawal or suspension relief shall be binding upon all of the rating of the Certificatesparties.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign from the performance of its duties hereunder at any time by giving 30 days' ten (10) Business Days’ prior written notice thereof to the InvestorsRegency and HEP or may be removed, but may not otherwise be removed except for cause with or without cause, by Regency and HEP, acting jointly, at any time by the giving of ten (10) Business Days’ prior written consent notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")successor escrow agent as provided herein. Upon any such notice of resignation or removal, the InvestorsRegency and HEP, by an Action of Investorsacting jointly, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentescrow agent hereunder, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent which shall be a bank which has an office in the United States commercial bank, trust seller or other financial institution with a combined capital and surplus in excess of at least $100,000,000, unless otherwise agreed by Regency and HEP as evidenced by written instructions executed by Regency and HEP. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agentescrow agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunderunder this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. No After any retiring Escrow Agent’s resignation or removal removal, the provisions of the 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 shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the under this Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor 10.1 The Escrow Agent as provided below, at the Escrow Agent time acting hereunder may resign at any time by giving 30 upon thirty (30) days' prior written notice thereof to each of the Investorsparties hereto of its intention to do so and, but may not otherwise be removed except for cause by upon the written consent request of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any State, SJTA and Developer, shall resign; provided, however, that no such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint be effective unless and until a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed by the State, SJTA and the Developer, and shall have accepted such appointment pursuant to a valid and binding written agreement or instrument. In the event the Escrow Agent hereunder shall be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor, shall be appointed by the State, SJTA and Developer pursuant to an instrument in writing. 10.2 Each of the Developer, the State and SJTA agree not to unreasonably refuse, upon the request of any of them, to (a) request the resignation of the Escrow Agent pursuant to Section 10.1, and (b) approve the appointment of a successor Escrow Agent pursuant to Section 10.1. 10.3 In the event that no appointment of a successor Escrow Agent shall have been made pursuant to the foregoing provisions of this Section within 30 thirty (30) days after the retiring Escrow Agent's giving of written notice of resignation or the removal of the retiring Escrow AgentAgent has been given to the parties, then the any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. Any . 10.4 Every successor Escrow Agent appointed hereunder shall be a bank which has execute, acknowledge and deliver to its predecessor and to the parties hereto, an office instrument in the United States with a combined capital writing accepting such appointment hereunder and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a thereupon such successor Escrow Agent, such successor Escrow Agent without any further act, deed or conveyance, shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become fully vested with all the rights, immunities, powers, privileges trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of such successor Escrow Agent or the parties hereto execute and deliver an instrument transferring to such successor Escrow Agent all securities and moneys held by it to its successor. Should any transfer, assignment or instrument in writing from the parties be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties of hereby vested or intended to be vested in the retiring predecessor Escrow Agent, any such transfer, assignment or instrument in writing shall, on request, be executed, acknowledged and delivered by the retiring parties. 10.5 Any corporation or association into which the Escrow Agent shall Agent, or any successor to it in the trusts created by this Agreement, may be discharged merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from its duties and obligations hereunder. No resignation any merger, conversion, consolidation or removal of tax-free reorganization to which the Escrow Agent or any successor to it shall be effective unless a written confirmation party shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with be the successor Escrow Agent will not result in (a) a reduction under this Agreement without the execution or filing of any paper or any other act on the part of any of the rating for parties hereto, anything herein to the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatescontrary notwithstanding.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 thirty (30) days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Fitch, Inc., Moody's Investors Service, Inc. and Standard & Poor's Ratings ServicesSexxxxxx, a division Division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc., that the replacement of the Escrow Agent with Xxxxx xxxx the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates (without regard to the Polices, in the case of the Class G-1 and Class G-2 Certificates) or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORSAction of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the (a) Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investorseach Depositor, but may its resignation shall not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint become effective until a successor Escrow Agent. If no successor Escrow Agent escrow agent shall have been so appointed by mutual agreement of the Depositors and shall have accepted such appointment in writing. Escrow Agent shall, upon receipt of the joint written instructions of each Depositor, distribute the Escrow Property to such successor escrow agent. (b) The Depositors may remove Escrow Agent for any reason upon written notice to Escrow Agent signed by each Depositor. Such removal shall take effect upon delivery of the Escrow Property to a successor escrow agent designated in joint written instructions signed by each Depositor, and Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. Escrow Agent shall deliver the Escrow Property without unreasonable delay after receiving the Depositors' designation of such successor escrow agent. (c) If a successor escrow agent has not been appointed or has not accepted such appointment within 30 calendar days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentis given hereunder, then the retiring Escrow Agent may appoint petition any court of competent jurisdiction for the appointment of a successor escrow agent. The reasonable costs, expenses and attorney's fees which Escrow AgentAgent incurs in connection with such a proceeding shall be paid 50% by Buyer and 50% by Seller. Any Until a successor escrow agent is appointed by the Depositors or such a court, as the case may be, Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed continue 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 hereunder. No resignation or removal of hold the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent Property in accordance with the successor Escrow Agent will not result in (a) a reduction terms of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesthis Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 10 days' ’ prior written notice thereof to the InvestorsPlacement Agent, but the Company and Holder specifying a date when such resignation shall take effect. Similarly, Escrow Agent may not otherwise be removed except for cause at any time by the Parties’ giving at least 30 days’ prior written consent of notice to Escrow Agent, as applicable, specifying the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")date when such removal shall take effect. Upon any such notice of resignation or removal, the InvestorsPlacement Agent, by an Action of Investors, the Company and Hxxxxx jointly shall have the right to appoint a successor Escrow Exxxxx Agent, as applicable, hereunder prior to the effective date of such resignation or removal. If no successor The retiring Escrow Agent shall have been so appointed transmit all records pertaining to the Escrow Funds and shall have accepted pay all Escrow Funds to its successor, after making copies of such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then records as the retiring Escrow Agent may appoint a successor deems advisable and after payment by the Company or deduction from Escrow Agent. Any successor Escrow Agent shall 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 a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder incurred by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 in connection with the performance of its duties and obligations the exercise of its rights hereunder. No After any retiring Exxxxx Agent’s resignation or removal removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or 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 Escrow Agent’s corporate trust line of business may be transferred, shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor under this Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgreement without further act.

Resignation or Removal of Escrow Agent. Subject Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice thirty calendar days prior to such resignation to Purchaser and Seller as provided in this Section. Purchaser and Seller may remove Escrow Agent at any time by giving written notice to Escrow Agent signed by each of the Purchaser’s and Seller’s Authorized Representative, which notice is delivered (i) at least five (5) calendar days prior to such removal, if Purchaser and Seller have identified a successor Escrow Agent at the time of such notice, or (ii) at least thirty calendar days prior to such removal, if no such successor has been identified. Following such resignation or removal, a successor Escrow Agent shall be appointed by Purchaser and Seller, who shall provide written notice of such to the resigning or removed Escrow Agent. Such successor Escrow Agent shall become Escrow Agent hereunder, and all Escrow Property shall be transferred to it upon the resignation or removal date specified in such notice. If Purchaser and Seller have failed to appoint a successor Escrow Agent within thirty calendar days after such notice, Escrow Agent may, in its sole discretion, deliver the Escrow Property to Seller at the address provided herein or may petition any court of competent jurisdiction for the appointment and acceptance of a successor Escrow Agent as provided belowor for other appropriate relief. The costs and expenses (including but not limited to its attorney fees and expenses) incurred by Escrow Agent in connection with such proceeding shall be paid by Purchaser. On the resignation/removal date and after receipt of the identity of the successor Escrow Agent, Escrow Agent shall either deliver and/or disburse the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof Property then held hereunder to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of Upon its resignation or the removal and delivery and/or disbursement of the retiring Escrow AgentProperty in its entirety as set forth in this Section, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 of and from its duties any and all future obligations hereunder. No resignation or removal of arising in connection with the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates Property or (b) a withdrawal or suspension of the rating of the Certificatesthis Agreement.

Resignation or Removal of Escrow Agent. Subject (i) The Payors may remove the Escrow Agent at any time by giving to the appointment and acceptance of a successor Escrow Agent as provided below, thirty (30) calendar days’ prior notice in writing signed by all of the Payors. The Escrow Agent may resign at any time by giving 30 the Payors thirty (30) calendar days' ’ prior written notice thereof thereof. (ii) On or prior to the Investorsdate that is ten (10) calendar days after giving the foregoing notice of removal to the Escrow Agent or receiving the foregoing notice of resignation from the Escrow Agent (the “Removal Date”), but all Payors shall agree on and appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted such appointment as of the Removal Date, the Company and Purchaser on or prior to the date that is ten (10) calendar days after the Removal Date (the “Return Date”) shall deliver to the Escrow Agent joint written instructions in the form attached hereto as Exhibit E (the “Return Instructions”) authorizing and directing the Escrow Agent to release the Escrow Property to the account designated in the Return Instructions, and the Escrow Agent shall, not later than two Business Days after receipt of the Return Instructions, so release the Escrow Property in accordance with such Return Instructions. If such Return Instructions are not delivered to the Escrow Agent on or prior to the Return Date, the Escrow Agent may not otherwise be removed except apply to a court of competent jurisdiction for cause the appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the written consent Escrow Agent in connection with such proceeding shall be paid in equal proportions by, and be deemed several obligations of, the Payors. In the event of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after no further obligation with respect to the retiring Escrow Agent's giving of notice of resignation or the removal Property. (iii) Upon receipt of the retiring Escrow Agent, then identity of the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Serviceeither deliver the Escrow Property then held hereunder to the successor Escrow Agent, Inc. less the Escrow Agent’s fees, costs and Standard & Poor's Ratings Servicesexpenses or other obligations owed to the Escrow Agent, a division of The XxXxxx-Xxxx Companiesor hold such Escrow Property (or any portion thereof), Inc.pending distribution, that the replacement until all such fees, costs and conclusively expenses or other obligations are paid. (iv) Upon delivery of the Escrow Agent with Property to the successor Escrow Agent, the Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates shall have no further duties, responsibilities or (b) a withdrawal or suspension of the rating of the Certificatesobligations hereunder.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the The Escrow Agent may resign at any time by upon giving 30 at least thirty (30) days' prior written notice thereof to GoAmerica and Flash, and may be removed by the mutual agreement of GoAmerica and Flash and the Escrow Agent shall turn over the Escrow Account to the Investorsduly appointed successor escrow agent (less any amount due and owing under Section 7 hereof); provided, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon however, that any such resignation or removal, removal shall not become effective until the Investors, by an Action appointment of Investors, shall have the right to appoint a successor escrow agent which shall be accomplished as follows. GoAmerica and Flash shall use their reasonable best efforts to agree on a successor escrow agent within thirty (30) days after receiving such notice of resignation from the Escrow Agent. If no GoAmerica and Flash fail to agree on a successor Escrow Agent escrow agent within such time, the parties shall have been so promptly request a court of competent jurisdiction to appoint such an agent. If a successor escrow agent is not appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentparties request to the court, then the retiring Escrow Agent may appoint a deposit the Escrow Account with such court pending appointment. The successor Escrow Agent. Any successor escrow agent shall execute and deliver to the Escrow Agent shall an instrument accepting such appointment and it shall, without further acts, be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the estates, properties, rights, powers, privileges powers and duties of the retiring Escrow Agentpredecessor escrow agent as if originally named as the escrow agent. Then, and the retiring Escrow Agent shall be discharged from its any further duties and obligations hereunder. No resignation liability under this Agreement accruing after the date the appointment of such successor escrow agent is accepted by the parties (or removal made by a court of competent jurisdiction, as applicable) and becomes effective, and such discharge of liability will survive the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each termination of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesthis Agreement.

Resignation or Removal of Escrow Agent. Subject (a) The Escrow Agent may resign by giving notice in writing to the appointment District, a copy of which shall be sent to DTC. The Escrow Agent may be removed (1) by (i) filing with the District an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of the Refunded Bonds then remaining unpaid, (ii) sending notice at least 60 days prior to the effective date of said removal to DTC, and acceptance (iii) the delivery of a copy of the instruments filed with the District to the Escrow Agent or (2) by a court of competent jurisdiction for failure to act in accordance with the provisions of this Agreement upon application by the District or the holders of 5% in aggregate principal amount of the Refunded Bonds then remaining unpaid. (b) If the position of Escrow Agent becomes vacant due to resignation or removal of the Escrow Agent or any other reason, a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause appointed by the written consent District. The holders of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in principal amount of the Account Amounts (Refunded Bonds then remaining unpaid may, by an "ACTION OF INVESTORS")instrument or instruments filed with the District, appoint a successor Escrow Agent who shall supersede any Escrow Agent theretofore appointed by the District. Upon If no successor Escrow Agent is appointed by the District or the holders of such Refunded Bonds then remaining unpaid, within 45 days after any such resignation or removal, the Investors, by an Action holder of Investors, shall have any such Refunded Bond or any retiring Escrow Agent may apply to a court of competent jurisdiction for the right to appoint appointment of a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal The responsibilities of the Escrow Agent shall under this Escrow Agreement will not be effective unless discharged until a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the new Escrow Agent with is appointed and until the successor cash and investments held under this Escrow Agent will not result in (a) a reduction of Agreement are transferred to the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesnew Escrow Agent.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the (a) Escrow Agent may resign at any time by as such following the giving 30 days' of thirty (30) days prior written notice thereof to Superior, Enterprise, Whitxxxxx xxx Aviant. Similarly, Escrow Agent may be removed and replaced following the giving of thirty (30) days prior written notice to the InvestorsEscrow Agent by Superior, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")Enterprise, Whitxxxxx xxx Aviant. Upon any such Such resignation or removal, the Investors, by an Action of Investors, removal shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 take effect thirty (30) days after the retiring Escrow Agent's giving date of such notice (or as of resignation or the removal of the retiring Escrow Agentsuch earlier date as may be mutually agreeable); provided, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of however, that notwithstanding any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent pursuant to this Section 13, Escrow Agent shall be effective unless continue to serve in its capacity as escrow agent until (i) a written confirmation shall successor escrow agent is appointed in accordance with the provisions of this Section 13 and has accepted such appointment and (ii) Escrow Agent's fees, costs and expenses have been obtained from each of Xxxxx'x Investors Service, Inc. paid and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement Escrow Agent has delivered the balance of the Escrow Amount then in its possession to the successor escrow agent. (b) In the event that Superior, Enterprise, Whitxxxxx xxx Aviant are unable to agree upon a successor or shall have failed to appoint a successor prior to the expiration of thirty (30) days following the date of the notice of resignation or removal, the Escrow Agent with may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent will not result in (a) a reduction or for other appropriate relief; and, any such resulting appointment shall be binding upon all of the rating for the Certificates below the then current rating for the Certificates or parties hereto. (bc) a withdrawal or suspension Upon acknowledgment by any successor Escrow Agent of the rating receipt of the Certificatesbalance of the Escrow Amount, all duties, responsibilities, and obligations of the predecessor Escrow Agent under this Agreement arising from and after the date of such acknowledgment shall be terminated.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 days' thirty (30) days prior written notice thereof to Purchaser and Seller specifying a date when such resignation shall take effect. Similarly, Purchaser and Seller may remove and discharge Escrow Agent from the performance of its duties hereunder at any time by jointly giving thirty (30) days prior written notice to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than Agent specifying a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")date when such removal shall take effect. Upon any such notice of resignation or removal, Xxxxxxxxx and Xxxxxx jointly shall appoint a successor escrow agent hereunder prior to the effective date of such resignation or removal. If the Purchaser and Seller fail to appoint a successor escrow agent within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor escrow agent, and all costs and expenses (including without limitation attorneys’ fees) related to such petition shall be paid jointly and severally by Purchaser and Seller. The 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 Escrow Agent deems advisable and after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After the Escrow Agent's resignation or removal, the Investors, provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor it while it was Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring under this Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 days' thirty (30) days prior written notice thereof to Purchaser and Seller specifying a date when such resignation shall take effect. Similarly, Purchaser and Seller may remove and discharge Escrow Agent from the performance of its duties hereunder at any time by jointly giving thirty (30) days prior written notice to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than Agent specifying a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")date when such removal shall take effect. Upon any such notice of resignation or removal, Purchaser and Seller jointly shall appoint a successor escrow agent hereunder prior to the effective date of such resignation or removal. If the Purchaser and Seller fail to appoint a successor escrow agent within such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor escrow agent, and all costs and expenses (including without limitation attorneys' fees) related to such petition shall be paid jointly and severally by Purchaser and Seller. The 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 Escrow Agent deems advisable and after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After the Escrow Agent's resignation or removal, the Investors, provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor it while it was Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring under this Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgreement.

Resignation or Removal of Escrow Agent. Subject The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than 45 days' written notice to the District and mailing notice thereof, specifying the date when such resignation will take effect, to the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the District as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent as provided below, the Agent. The Escrow Agent may resign be replaced at any time by giving 30 days' prior written notice thereof an instrument or concurrent instruments in writing, delivered to the Investors, but may not otherwise be removed except for cause Escrow Agent and signed by either the written consent District or the holders of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest aggregate principal amount of the Refunded Bonds then outstanding. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the Account Amounts (course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an "ACTION OF INVESTORS"). Upon instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such resignation or removalevent, the InvestorsDistrict shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by an Action the District shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The District shall mail notice of Investors, any such appointment made by it at the times and in the manner described in the First paragraph of this Section 16. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the right District pursuant to the foregoing provisions of this Section 16 within 45 days after written notice of resignation of the Escrow Agent has been given to the District, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. If In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall remit to the District the prorated portion of prepaid fees not yet incurred or payable, less any termination fees and expenses at the time of discharge, and shall have no further liability hereunder and the District shall, to the extent permitted by law, indemnify and hold harmless Escrow Agent from any such liability, including costs or expenses incurred by Escrow Agent or its counsel. No successor Escrow Agent shall have been so be appointed and shall have accepted unless such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in corporation with trust powers organized under the banking laws of the United States with a combined or any State, and shall have at the time of appointment capital and surplus of at least not less than $100,000,00050,000,000 or trust assets under management of not less than $500,000,000. Upon the acceptance of any appointment as Every successor Escrow Agent appointed hereunder by a shall execute, acknowledge and deliver to its predecessor and to the District an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, such successor Escrow Agent without any further act, deed or conveyance, shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become fully vested with all the rights, immunities, powers, privileges trusts, duties and duties obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the District execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring Escrow Agent, and the retiring or removed Escrow Agent shall be discharged paid in full. Should any transfer, assignment or instrument in writing from its the District be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and obligations hereunderinstruments in writing shall, on request, be executed, acknowledged and delivered by the District. No resignation Any corporation into which the Escrow Agent, or removal of any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Agent or any successor to it shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of party or any corporation to which the Escrow Agent with or successor to it shall sell or transfer all or substantially all of its corporate trust business, shall be the successor Escrow Agent will not result in (a) a reduction under this Agreement without the execution or filing of any paper or any other act on the part of any of the rating for parties hereto, anything herein to the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatescontrary notwithstanding.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 ten (10) days' ’ prior written notice thereof to Purchaser and Sellers Representative specifying a date when such resignation shall take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrow Funds pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Purchaser and Sellers Representative giving at least thirty (30) days’ prior written notice to Escrow Agent specifying the date when such removal shall take effect. Purchaser and Sellers Representative jointly shall appoint a successor Escrow Agent hereunder prior to the Investorseffective date of such resignation or removal. If Purchaser and Sellers Representative fail to appoint a successor Escrow Agent within such time, but may not otherwise 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 removed except for cause paid jointly and severally by Purchaser and Sellers Representative. 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 and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the written consent retiring Escrow Agent in connection with the performance of its duties and the Investors with respect to Investors representing exercise of its rights hereunder. After any retiring Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such Agent’s resignation or removal, the Investors, provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor it while it was Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder, with respect to any Subject Trust or the Subject Trusts generally, at any time by giving 30 thirty (30) days' ’ prior written notice thereof to Depositor specifying a date when such resignation shall take effect and, after the Investorsdate of such resignation notice, but notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrow Property pending appointment of a successor Xxxxxx Agent. Similarly, Escrow Agent may not otherwise be removed except for cause by the written consent of the Investors removed, with respect to Investors representing any Subject Trust or the Subject Trusts generally, at any time by Depositor giving at least thirty (30) days’ prior written notice to Escrow Interests aggregating not less than Agent specifying the date when such removal shall take effect. Depositor shall appoint a majority successor Xxxxxx Agent hereunder, subject to approval of the Court, prior to the effective date of such resignation or removal. If Depositor fails to appoint a successor Escrow Agent within such time, Escrow Agent may petition the Court to appoint a successor escrow agent, and all costs and expenses (including without limitation attorneys’ fees) related to such petition shall be paid by Depositor. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Property and shall deliver all of the 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 expenses (including court costs and attorneys’ fees) payable to, incurred by or expected to be incurred by the retiring Escrow Agent as the Court may direct in interest in connection with the Account Amounts (an "ACTION OF INVESTORS")performance of its duties and the exercise of its rights hereunder. Upon After any such retiring Xxxxxx Agent’s resignation or removal, the Investors, provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor it while it was Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the The Escrow Agent may resign at any time by upon giving 30 at least thirty (30) days' prior written notice thereof to GOAM and the Stockholder Representative, and may be removed by the mutual agreement of GOAM and the Stockholder Representative and the Escrow Agent shall turn over the Escrow Account to the Investorsduly appointed successor escrow agent (less any amount due and owning under Section 7 hereof); provided, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon however, that any such resignation or removal, removal shall not become effective until the Investors, by an Action appointment of Investors, shall have the right to appoint a successor escrow agent which shall be accomplished as follows. GOAM and the Stockholder Representative shall use their reasonable best efforts to agree on a successor escrow agent within thirty (30) days after receiving such notice of resignation from the Escrow Agent. If no GOAM and the Stockholder Representative fail to agree on a successor Escrow Agent escrow agent within such time, the parties shall have been so promptly request a court of competent jurisdiction to appoint such an agent. If a successor escrow agent is not appointed and shall have accepted such appointment within 30 thirty (30) days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentparties request to the court, then the retiring Escrow Agent may appoint a deposit the Escrow Account with such court pending appointment. The successor Escrow Agent. Any successor escrow agent shall execute and deliver to the Escrow Agent shall an instrument accepting such appointment and it shall, without further acts, be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the estates, properties, rights, powers, privileges powers and duties of the retiring Escrow Agentpredecessor escrow agent as if originally named as the escrow agent. Then, and the retiring Escrow Agent shall be discharged from its any further duties and obligations hereunder. No resignation liability under this Agreement accruing after the date the appointment of such successor escrow agent is accepted by the parties (or removal made by a court of competent jurisdiction, as applicable) and becomes effective, and such discharge of liability will survive the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each termination of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesthis Agreement.

Resignation or Removal of Escrow Agent. Subject The Escrow Agent may resign as such following the giving of thirty (30) days' prior written notice to the other parties hereto. Similarly, the Escrow Agent may be removed and replaced following the giving of thirty (30) days' prior joint written notice to the Escrow Agent by the Purchaser and the Seller's Representative. In either event, the duties of the Escrow Agent shall terminate (30) thirty days after receipt of such notice (or as such earlier date as may be mutually agreed by the Purchaser and the Sellers' Representative); and the Escrow Agent, after it has been paid all the fees, costs and expenses to which it is entitled hereunder (including the costs of transferring the monies or assets in its possession), shall then deliver the balance of the monies or assets then in its possession to a successor Escrow Agent as shall be jointly appointed, as evidenced by a written notice filed with the Escrow Agent, or to a successor Escrow Agent appointed pursuant to the next paragraph. If the Purchaser and the Sellers' Representative are unable to agree upon a successor Escrow Agent or shall have failed to appoint a successor Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment and acceptance of a successor Escrow Agent as provided belowor for other appropriate relief; and, any such resulting appointment shall be binding upon all the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")parties hereto. Upon acknowledgment by any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties receipt of the retiring Escrow Agentbalance of the monies or assets, and the retiring Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal of in escrow, the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each fully released and relieved of Xxxxx'x Investors Serviceall duties, Inc. responsibilities and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the obligations under this Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the CertificatesAgreement.

Resignation or Removal of Escrow Agent. Subject (a) The Escrow Agent may resign by giving written notice to the Company and the Trustee. Such resignation shall take effect upon delivery of the Escrowed Property to a successor Escrow Agent designated in writing by the Company, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement, and shall have no further duties or responsibilities in connection herewith. (b) The Company may remove the Escrow Agent upon written notice to the Escrow Agent signed by the Company. Such removal shall take effect upon delivery of the Escrowed Property to a successor Escrow Agent designated in writing by the Company, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the Escrowed Property without unreasonable delay after receiving the Company's designation of a successor Escrow Agent. (c) If after 30 days from the date of delivery of its written notice of intent to resign or of the Company's notice of removal the Escrow Agent has not received a written designation of a successor Escrow Agent, the Escrow Agent's sole responsibility shall be in its sole discretion either to retain custody of the Escrowed Property without any obligation to invest or reinvest any such Escrowed Property until it receives such designation, or to apply to a court of competent jurisdiction for appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted after such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation to have no further duties or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office responsibilities in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesconnection herewith.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 60 days' ’ prior written notice thereof to Purchaser and Stockholders’ Representative specifying a date when such resignation shall take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Holdback Amount pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Purchaser and Stockholders’ Representative giving at least thirty (30) days’ prior written notice to Escrow Agent specifying the date when such removal shall take effect. Purchaser and Stockholders’ Representative jointly shall appoint a successor Escrow Agent hereunder prior to the Investorseffective date of such resignation or removal. If Purchaser and Stockholders’ Representative fail to appoint a successor Escrow Agent within such time, but may not otherwise Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor escrow agent, and all reasonable costs and expenses (including without limitation attorneys’ fees, if applicable) related to such petition shall be removed except paid jointly and severally by Purchaser and Stockholders’ Representative; provided, that Purchaser and Stockholders’ Representative further agree, solely as between themselves, that each will be responsible to the other for cause one-half of such costs and expenses. The retiring Escrow Agent shall transmit all records pertaining to the Holdback Amount and shall pay and deliver all Holdback Amount 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 reasonable fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the written consent retiring Escrow Agent in connection with the performance of its duties and the Investors with respect to Investors representing exercise of its rights hereunder. After any retiring Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such Agent’s resignation or removal, the Investors, provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor it while it was Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject The Escrow Agent may -------------------------------------- resign as such following the giving of sixty (60) days' prior written notice (the "Resignation Notice") to the other parties hereto. Similarly, the Escrow ------------------ Agent may be removed and replaced following the giving of ten (10) days' prior written notice (the "Replacement Notice") given jointly by Buyer and Sellers to ------------------ the Escrow Agent. In either event, the duties of the Escrow Agent hereunder shall terminate thirty (30) days after the date of (x) receipt by the Sellers and by Buyer of the Resignation Notice or (y) receipt by the Escrow Agent of the Replacement Notice, as applicable. Prior to the termination of such 60-day or 10-day notice period, as applicable, the Escrow Agent shall then deliver the balance of the Escrowed Funds then in its possession to a successor Escrow Agent as shall be appointed by the other parties hereto as evidenced by a written notice filed with the Escrow Agent. If the Buyer and the Sellers are unable to agree upon a successor Escrow Agent or shall have failed to appoint a successor Escrow Agent prior to the expiration of thirty (30) days following the date of receipt by the Sellers and the Buyer of the Resignation Notice or the date of receipt by the Escrow Agent of the Removal Notice, as applicable, the then- acting Escrow Agent may petition any court of competent jurisdiction for the appointment and acceptance of a successor Escrow Agent as provided belowor other appropriate relief (the costs and expenses of which shall be jointly borne by Buyer and Sellers), the Escrow Agent may resign at and any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise such resulting appointment shall be removed except for cause by the written consent binding upon all of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")parties hereto. Upon acknowledgement by any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentreceipt of the then remaining balance of the Escrowed Funds, the then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor acting Escrow Agent shall be a bank which has an office in fully released and relieved of all duties, responsibilities and obligations under this Agreement, other than those resulting from the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent's gross negligence, such bad faith or willful misconduct, and the successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon shall, without further act or deed, succeed to and become vested with all the rights, powersduties, privileges responsibilities and duties obligations of the retiring Escrow Agent, and the retiring predecessor Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 thirty (30) days' ’ prior written notice thereof to Buyer and Seller specifying a date when such resignation will take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrow Funds pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Buyer and Seller giving at least thirty (30) days’ prior written notice to Escrow Agent specifying the date when such removal will take effect. If Buyer and Seller fail to jointly appoint a successor Escrow Agent prior to the Investors, but may not otherwise be removed except for cause by the written consent effective date of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action Escrow Agent may petition a court of Investors, shall have the right competent jurisdiction to appoint a successor Escrow Agentescrow agent, and all costs and expenses related to such petition shall be paid jointly and severally by Buyer and Seller. If no successor The retiring Escrow Agent shall have been so appointed transmit all records pertaining to the Escrow Funds and shall have accepted such appointment within 30 days after pay all Escrow Funds to the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring successor Escrow Agent, then after making copies of such records as the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital deems advisable and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require after deduction and shall thereupon succeed payment to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall of all fees and expenses (including court costs and reasonable 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 the exercise of its rights hereunder. No After any retiring Escrow Agent’s resignation or removal removal, the provisions of the this Agreement will inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's ’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Fitch Ratings, Inc., Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the The Escrow Agent may resign from the performance of its duties hereunder at any time by giving 30 daysthirty (30) Business Days' prior written notice thereof to Parent and the Stockholder Representatives or may be removed, with or without cause, by Parent and the Stockholder Representatives, acting jointly, at any time by the giving of thirty (30) Business Days' prior written notice to the Investors, but may not otherwise be removed except for cause by Escrow Agent. Such resignation or removal shall take effect upon the written consent appointment of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS")successor escrow agent as provided herein. Upon any such notice of resignation or removal, Parent and the InvestorsStockholder Representatives, by an Action of Investorsacting jointly, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agentescrow agent hereunder, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent which shall be a bank which has an office in the United States commercial bank, trust company or other financial institution with a combined capital and surplus in excess of at least $100,000,000500,000,000, unless otherwise agreed by Parent and the Stockholder Representatives as evidenced by written instructions executed by Parent and the Stockholder Representatives. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agentescrow agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of 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 resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of taken by it while it was the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 twenty (20) days' ’ prior written notice thereof to Buyer and Sellers’ Representative specifying a date when such resignation shall take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Xxxxxx Agent’s sole obligation will be to hold the Escrow Funds pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Xxxxx and Sellers’ Representative giving at least thirty (30) days’ prior written notice to Escrow Agent specifying the date when such removal shall take effect. If Xxxxx and Sellers’ Representative fail to jointly appoint a successor Escrow Agent prior to the Investors, but may not otherwise be removed except for cause by the written consent effective date of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action Escrow Agent may petition a court of Investors, shall have the right competent jurisdiction to appoint a successor Escrow Agentescrow agent, and all reasonable costs and expenses related to such petition shall be paid jointly and severally by Xxxxx and Sellers’ Representative. If no successor The retiring Escrow Agent shall have been so appointed transmit all records pertaining to the Escrow Funds and shall have accepted such appointment within 30 days after pay all Escrow Funds to the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring successor Escrow Agent, then after making copies of such records as the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital deems advisable and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require after deduction and shall thereupon succeed payment 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 of all unpaid fees and expenses (including court costs and documented attorneys’ fees) payable to or reasonably incurred by the retiring Escrow Agent in connection with the performance of its duties and obligations the exercise of its rights hereunder. No After any retiring Xxxxxx Agent’s resignation or removal removal, the provisions of the this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and 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 hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Moody's Investors Service, Inc. and Standard & Poor's Ratings ServicesRating Groux, a division x xxvision of The XxXxxxMcGraw-Xxxx Companies, Hill Inc., that the replacement of the Escrow Agent with the successor xxxxxxxxx Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 30 ten (10) days' ’ prior written notice thereof to Buyer and the Seller Representative specifying a date when such resignation will take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrowed Shares pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Buyer and the Seller Representative giving at least thirty (30) days’ prior written notice to Escrow Agent specifying the date when such removal will take effect. If Buyer and the Seller Representative fail to jointly appoint a successor Escrow Agent prior to the Investors, but may not otherwise be removed except for cause by the written consent effective date of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action Escrow Agent may petition a court of Investors, shall have the right competent jurisdiction to appoint a successor Escrow Agentescrow agent, and all costs and expenses related to such petition shall be paid jointly and severally by Buyer and the Seller Representative. If no successor The retiring Escrow Agent shall have been so appointed transmit all records pertaining to the Escrowed Shares and shall have accepted such appointment within 30 days after transfer all Escrowed Shares to the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring successor Escrow Agent, then after making copies of such records as the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital deems advisable and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require after deduction and shall thereupon succeed payment to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall 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 the exercise of its rights hereunder. No After any retiring Escrow Agent’s resignation or removal removal, the provisions of the this Agreement will inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificatesunder this Agreement.

Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the 10.1 The Escrow Agent may resign at any time by giving 30 at least fifteen (15) days' prior ’ written notice thereof. Within ten (10) days after receiving the aforesaid notice, MAPCO shall enter into an agreement with a Successor Escrow Agent and give notice thereof to the InvestorsEscrow Agent. The Escrow Agent shall, but may not otherwise be removed except for cause by the written consent without unreasonable delay after receiving notice of the Investors agreement with respect a Successor Escrow Agent, deliver the Escrowed Property, less fees, costs and expenses or other obligations owed to Investors representing the Escrow Interests aggregating not less than a majority in interest in Agent, to the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Successor Escrow Agent. If no successor notice of an agreement with a Successor Escrow Agent has not been received by the Escrow Agent by the end of the ten (10) day period, the Escrow Agent’s sole responsibility shall be in its sole discretion either to retain custody of the Escrowed Property until it receives such designation, or to apply to a court of competent jurisdiction for appointment of a Successor Escrow Agent. The costs, expenses and reasonable attorney’s fees, which the Escrow Agent incurs in connection with such a proceeding shall be paid by MAPCO. The resignation of the Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal take effect upon delivery of the retiring Escrow Agent, then Escrowed Property to the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Successor Escrow Agent, and the retiring Escrow Agent shall thereupon be discharged from its duties all obligations under this Agreement and obligations hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of not further duties or responsibilities in connection therewith. 10.2 MAPCO may remove the Escrow Agent with the prior written consent of the Administrative Agent by giving written notice to the Escrow Agent signed by MAPCO that the Escrow Agent has been removed and a successor Escrow Agent will not result in (a) has been appointed. The Escrow Agent shall deliver the Escrowed Property, less fees, costs and expenses or other obligations owed to the Escrow Agent to the Successor Escrow Agent without unreasonable delay after receiving notice of removal and MAPCO’s designation of a reduction Successor Escrow Agent. Such removal shall take effect upon delivery of the rating for Escrowed Property to such Successor Escrow Agent, and the Certificates below the then current rating for the Certificates Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have not further duties or (b) a withdrawal or suspension of the rating of the Certificatesresponsibilities in connection herewith.