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

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' prior written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' ’ prior written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving giving thirty days' prior written notice from to the Escrow Agent by the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after following the giving of thirty days' prior written notice to the other parties to this Agreementhereto. Similarly, the Escrow Agent may be removed and replaced after receiving following the giving of thirty days' prior written notice from to the Escrow Agent by the other parties to this Agreementhereto. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the such notice (or as of an such earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the an escrow account) in its possession to a successor escrow agent as shall be appointed by the other parties to this Agreement hereto as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement hereto are unable to agree on upon a successor escrow agent or fail shall have failed to appoint a successor escrow agent before prior to the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, the then the acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any ; and any such resulting appointment shall be binding on upon all of the parties to this Agreementhereto. On Upon acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the an escrow account), the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after following the giving of thirty days' prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving following the giving of thirty days' prior written notice from to the Escrow Agent by the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the such notice (or as of an any earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the an escrow account) in its possession to a successor escrow agent as shall be appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail shall have failed to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, the then the acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any such resulting appointment shall be binding on upon all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the an escrow account), the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' prior written notice to the other parties to this AgreementAgreement provided that a substitute Escrow Agent has been appointed. Similarly, The General Partner and the Dealer-Manager may remove the Escrow Agent may be removed and replaced after receiving giving thirty days' prior written notice from to the other parties to this AgreementEscrow Agent. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' ’ prior joint written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid received or investment income earned thereon while held by the Escrow Agent in the escrow accountEscrow Account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid received or investment income earned thereon while held by the Escrow Agent in the escrow accountEscrow Account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' ’ prior written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Public Offering Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) and all other property in its possession pursuant to the terms of this Agreement to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Public Offering Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account)) and other property from the Escrow Agent, the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this AgreementAgreement provided that a substitute Escrow Agent has been appointed. Similarly, The General Partner and the Selling Agent may remove the Escrow Agent may be removed and replaced after receiving giving thirty days' ’ prior written notice from to the other parties to this AgreementEscrow Agent. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); , and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) Interest Proceeds in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this AgreementAgreement provided that a substitute Escrow Agent has been appointed. Similarly, The General Partner and the Dealer-Manager may remove the Escrow Agent may be removed and replaced after receiving giving thirty days' ’ prior written notice from to the other parties to this AgreementEscrow Agent. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. (a) The Escrow Agent may resign as such after by giving thirty days' prior written notice in writing to the other parties District, a copy of which shall be sent to this AgreementDTC. Similarly, the 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 replaced after receiving thirty days' prior written notice from (iii) the other parties 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. In either event, Agreement upon application by the duties 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 shall terminate thirty days after the date of the notice (or as of an earlier date as any other reason, a successor Xxxxxx Agent may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced District. The holders of a majority in principal amount of the Refunded Bonds then remaining unpaid may, by a written notice an instrument or instruments filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to District, appoint a successor escrow agent before Escrow Agent who shall supersede any Escrow Agent theretofore appointed by the expiration District. If no successor Xxxxxx Agent is appointed by the District or the holders of thirty such Refunded Bonds then remaining unpaid, within 45 days following the date of the notice of the Escrow Agent's after any such resignation or removal, then the holder of any such Refunded Bond or any retiring Escrow Agent may petition any apply to a court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate reliefXxxxxx Agent. Any resulting appointment shall be binding on all The responsibilities of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the under this Escrow Agreement will not be discharged until a new Escrow Agent shall be fully released is appointed and relieved of all duties, responsibilities, until the cash and obligations investments held under this AgreementEscrow Agreement are transferred to the new Escrow Agent.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' ’ prior joint written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow accountEscrow Account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow accountEscrow Account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' ’ prior joint written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' (30) days prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' (30) days prior written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty (30) days after the date of the notice (or as of an earlier date as may be mutually agreeable); , and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) account and any notices or other written communications or documents received by the Escrow Agent in its capacity and in its possession as such to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' prior written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. Escrow Agreement If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after following the giving of thirty days' prior written notice to the other parties to this Agreementhereto. Similarly, the Escrow Agent may be removed and replaced after receiving following the giving of thirty days' prior written notice from to the Escrow Agent by all of the other parties to this Agreementhereto. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the such notice (or as of an such earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) Fund then in its possession to a successor escrow agent as shall be appointed by the other parties to this Agreement hereto as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement hereto are unable to agree on upon a successor escrow agent or fail shall have failed to appoint a successor escrow agent before prior to the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, then the then-acting Escrow Agent may petition any court of competent jurisdiction in Louisiana for the appointment of a successor escrow agent Escrow Agent or other otherwise appropriate relief. Any , and any such resulting appointment shall be binding on upon all of the parties hereto. In addition to the foregoing, in the event a dispute arises between Seller and Buyer, Seller may require that the Escrow Fund (including any accrued interest therein) be transferred to a successor escrow agent reasonably acceptable to Seller and Buyer, with such funds to be held by such successor escrow agent on the same terms and conditions set forth in this Agreement. On Upon acknowledgment by any successor escrow agent Escrow Agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account)Fund, the then-acting Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this AgreementAgreement provided that a substitute Escrow Agent has been appointed. Similarly, The General Partner and the Dealer-Manager may remove the Escrow Agent may be removed and replaced after receiving giving thirty days' ’ prior written notice from to the other parties to this AgreementEscrow Agent. In either event, the duties of the Escrow Agent Escrow Agreement shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this AgreementAgreement provided that a substitute Escrow Agent has been appointed. Similarly, The General Partner and the Dealer-Manager may remove the Escrow Agent may be removed and replaced after receiving giving thirty days' ’ prior written notice from to the other parties to this AgreementEscrow Agent. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. Escrow Agreement If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. (a) The Escrow Agent may resign as such after by giving thirty days' prior written notice in writing to the other parties District, a copy of which shall be sent to this AgreementDTC. Similarly, the 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 replaced after receiving thirty days' prior written notice from (iii) the other parties 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. In either event, Agreement upon application by the duties 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 shall terminate thirty days after the date of the notice (or as of an earlier date as any other reason, a successor Escrow Agent may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced District. The holders of a majority in principal amount of the Refunded Bonds then remaining unpaid may, by a written notice an instrument or instruments filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to District, appoint a successor escrow agent before Escrow Agent who shall supersede any Escrow Agent theretofore appointed by the expiration District. If no successor Escrow Agent is appointed by the District or the holders of thirty such Refunded Bonds then remaining unpaid, within 45 days following the date of the notice of the Escrow Agent's after any such resignation or removal, then the holder of any such Refunded Certificate or any retiring Escrow Agent may petition any apply to a court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate reliefEscrow Agent. Any resulting appointment shall be binding on all The responsibilities of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the under this Agreement will not be discharged until a new Escrow Agent shall be fully released is appointed and relieved of all duties, responsibilities, until the cash and obligations investments held under this AgreementAgreement are transferred to the new Escrow Agent.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after following the giving of thirty days' prior written notice to the other parties to this AgreementCompany. Similarly, the Escrow Agent may be removed and replaced after receiving following the giving of thirty days' prior written notice from to the other parties to this AgreementEscrow Agent by the Company. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the such notice (or as of an such earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the an escrow account) in its possession to a successor escrow agent as shall be appointed by the other parties to this Agreement Company as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail Company shall have failed to appoint a successor escrow agent before prior to the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, the then the acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any ; and any such resulting appointment shall be binding on upon all of the parties to this Agreementhereto. On Upon acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the an escrow account), the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after following the giving of thirty days' (30) days prior written notice to the other parties to this Agreementhereto. Similarly, the Escrow Agent may be removed and replaced after receiving following the giving of thirty days' (30) days prior written notice from to the Escrow Agent by the other parties to this Agreementhereto. In either event, the duties of the Escrow Agent shall terminate thirty (30) days after the date receipt of the such notice (or as of an such earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid moneys or investment income earned thereon while held by the Escrow Agent in the escrow account) assets then in its possession to a successor escrow agent as shall be appointed by the other parties to this Agreement hereto as evidenced by a written notice filed with the Escrow Agent. CrossPoint Foods and Oblas agree that [a] a successor escrow agent shall be appointed by CrossPoint Foods with Oblas's consent, which consent shall not be unreasonably withheld or delayed, and [b] any successor escrow agent shall be a national banking association having a combined capital and surplus of not less than $100 million. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail hereto have failed to appoint a successor escrow agent before as provided herein prior to the expiration of thirty (30) days following the date receipt of the notice of the Escrow Agent's resignation or removal, then the Escrow Agent may appoint a successor or petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. Any , and any such resulting appointment shall be binding on upon all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreementhereto.

Resignation or Removal of Escrow Agent. (a) The Escrow Agent may resign as such after by giving thirty days' prior written notice in writing to the other parties District, a copy of which shall be sent to this AgreementDTC. Similarly, the 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 replaced after receiving thirty days' prior written notice from (iii) the other parties 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. In either event, Agreement upon application by the duties 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 shall terminate thirty days after the date of the notice (or as of an earlier date as any other reason, a successor Escrow Agent may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced District. The holders of a majority in principal amount of the Refunded Bonds then remaining unpaid may, by a written notice an instrument or instruments filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to District, appoint a successor escrow agent before Escrow Agent who shall supersede any Escrow Agent theretofore appointed by the expiration District. If no successor Escrow Agent is appointed by the District or the holders of thirty such Refunded Bonds then remaining unpaid, within 45 days following the date of the notice of the Escrow Agent's after any such resignation or removal, then the holder of any such Refunded Bond or any retiring Escrow Agent may petition any apply to a court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate reliefEscrow Agent. Any resulting appointment shall be binding on all The responsibilities of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the under this Agreement will not be discharged until a new Escrow Agent shall be fully released is appointed and relieved of all duties, responsibilities, until the cash and obligations investments held under this AgreementAgreement are transferred to the new Escrow Agent.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after following the giving of thirty days' prior written notice to the other parties to this Agreementhereto. Similarly, the Escrow Agent may be removed and replaced after receiving following the giving of thirty days' prior written notice from to the Escrow Agent by all of the other parties to this Agreementhereto. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the such notice (or as of an such earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) Fund then in its possession to a successor escrow agent Escrow Agent as shall be appointed by the other parties to this Agreement hereto as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement hereto are unable to agree on upon a successor escrow agent or fail shall have failed to appoint a successor escrow agent before prior to the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, then the then-acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or other otherwise appropriate relief. Any , and any such resulting appointment shall be binding on upon all of the parties to this Agreementhereto. On acknowledgment Upon acknowledgement by any successor escrow agent Escrow Agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account)Fund, the then-acting Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Escrow Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' prior written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned Escrow Agreement thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may shall have the right to resign as such after giving thirty days' prior written from its appointment hereunder upon a []-day notice delivered to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' prior written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); Fineldo and the Escrow Agent Purchaser. During such []-day period: a. Fineldo and the Purchaser shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent negotiate in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail order to appoint a successor escrow agent; and b. the Escrow Agent shall continue holding the Escrow Fund in the Escrow Account until a new escrow agent before has been appointed. If a successor escrow agent is not appointed by the expiration of thirty days following the date end of the notice of the Escrow Agent's resignation or removalabove []-day period, then the Escrow Agent most diligent party between Fineldo and the Purchaser may petition any court apply to the President of competent jurisdiction the Court of Milan for the appointment of a successor escrow agent or other appropriate relief(in which case the Escrow Agent shall continue holding the Escrow Fund also after expiration of the above []-day period until a new escrow agent has been appointed). Any resulting appointment Fineldo and the Purchaser may remove the Escrow Agent, according to article 1726 of the Italian Civil Code, solely by giving to the Escrow Agent joint written instructions thereof. Such removal shall be binding on all effective upon delivery of the parties Escrow Fund to this Agreement. On acknowledgment by any the successor escrow agent of designated in writing by Fineldo and the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account)Purchaser, the Escrow Agent shall be fully released and relieved of being thereupon discharged from all duties, responsibilities, and obligations under this Agreement. The Escrow Agent shall deliver the Escrow Amount to the successor escrow agent without unreasonable delay after receiving the notice from Fineldo and the Purchaser of designation of such successor escrow agent.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' ’ prior joint written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow accountEscrow Account) in its possession to a successor escrow agent Escrow Agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow accountEscrow Account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this AgreementParties. Similarly, the Escrow Agent may be removed and replaced after receiving thirty 30 days' ’ prior written notice from the other parties to this AgreementParties. In either event, the duties of the Escrow Agent shall terminate thirty 30 days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement Parties as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement Parties are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this AgreementParties. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' ’ prior joint written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. Escrow Agreement If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this Agreement. Similarly, the Escrow Agent may be removed and replaced after receiving thirty days' ’ prior joint written notice from the other parties to this Agreement. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid received or investment income earned thereon while held by the Escrow Agent in the escrow accountEscrow Account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. Escrow Agreement 6 On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid received or investment income earned thereon while held by the Escrow Agent in the escrow accountEscrow Account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' ’ prior written notice to the other parties to this AgreementAgreement provided that a substitute Escrow Agent has been appointed. Similarly, The General Partner and the Dealer-Manager may remove the Escrow Agent may be removed and replaced after receiving giving thirty days' ’ prior written notice from to the other parties to this AgreementEscrow Agent. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's ’s resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.. Escrow Agreement

Resignation or Removal of Escrow Agent. The (a) Escrow Agent may resign as such after following the giving of thirty days' prior written notice to the other parties to this Agreementhereto. Similarly, the Escrow Agent may be removed and replaced after receiving following the giving of thirty days' prior written notice from to Escrow Agent by all of the other parties to this Agreementhereto. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the such notice (or as of an such earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) Account then in its possession to a successor escrow agent Escrow Agent as shall be appointed by the other parties to this Agreement hereto as evidenced by a written notice filed with the Escrow Agent. . (b) If the other parties to this Agreement hereto are unable to agree on upon a successor escrow agent or fail shall have failed to appoint a successor escrow agent before prior to the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, then the then-acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or other otherwise appropriate relief. Any , and any such resulting appointment shall be binding on upon all of the parties to this Agreement. On acknowledgment hereto. (c) Upon acknowledgement by any successor escrow agent Escrow Agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account)Account, the then-acting Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Escrow Agreement.

Resignation or Removal of Escrow Agent. (a) The Escrow Agent may resign as such after by giving thirty days' prior written notice in writing to the other parties District, a copy of which shall be sent to this AgreementDTC. Similarly, the 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 replaced after receiving thirty days' prior written notice from (iii) the other parties 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. In either event, Agreement upon application by the duties 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 shall terminate thirty days after the date of the notice (or as of an earlier date as any other reason, a successor Xxxxxx Agent may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced District. The holders of a majority in principal amount of the Refunded Bonds then remaining unpaid may, by a written notice an instrument or instruments filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to District, appoint a successor escrow agent before Escrow Agent who shall supersede any Escrow Agent theretofore appointed by the expiration District. If no successor Xxxxxx Agent is appointed by the district or the holders of thirty such Refunded Bonds then remaining unpaid, within 45 days following the date of the notice of the Escrow Agent's after any such resignation or removal, then the holder of any such Refunded Bond or any retiring Escrow Agent may petition any apply to a court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate reliefXxxxxx Agent. Any resulting appointment shall be binding on all The responsibilities of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the under this Escrow Agreement will not be discharged until a new Escrow Agent shall be fully released is appointed and relieved of all duties, responsibilities, until any cash and obligations investments held under this AgreementEscrow Agreement are transferred to the new Escrow Agent.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after giving thirty days' prior written notice to the other parties to this Agreement. Similarly, The General Partner and the Dealer-Manager may remove the Escrow Agent may be removed and replaced after receiving giving thirty days' prior written notice from to the other parties to this AgreementEscrow Agent. In either event, the duties of the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account) in its possession to a successor escrow agent appointed by the other parties to this Agreement as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail to appoint a successor escrow agent before the expiration of thirty days following the date of the notice of the Escrow Agent's resignation or removal, then the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any resulting appointment shall be binding on all of the parties to this Agreement. On acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.

Resignation or Removal of Escrow Agent. The Escrow Agent may resign as such after following the giving of thirty (30) days' prior written notice to the other parties to this AgreementCompany. Similarly, the Escrow Agent may be removed and replaced after receiving following the giving of thirty (30) days' prior written notice from to the other parties to this AgreementEscrow Agent by the Company. In either event, the duties of the Escrow Agent shall terminate thirty (30) days after the date of the such notice (or as of an such earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the an escrow account) in its possession to a successor escrow agent as shall be appointed by the other parties to this Agreement Company as evidenced by a written notice filed with the Escrow Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or fail Company shall have failed to appoint a successor escrow agent before prior to the expiration of thirty (30) days following the date of the notice of the Escrow Agent's resignation or removal, the then the acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief. Any ; and any such resulting appointment shall be binding on upon all of the parties to this Agreementhereto. On Upon acknowledgment by any successor escrow agent of the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or investment income earned thereon while held by the Escrow Agent in the an escrow account), the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement.