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The Escrow Agent may resign and thereby become discharged from the duties <br /> and obligations created by this Agreement by giving written notice to the County. <br /> This resignation will take effect only upon the County's appointment of a new <br /> escrow agent. <br /> If the County fails to appoint a successor Escrow Agent within 45 days of <br /> notice from the departing Escrow Agent, the departing Escrow Agent may apply to <br /> any court of competent jurisdiction to appoint a successor Escrow Agent. The court <br /> may thereupon appoint a successor Escrow Agent after such notice, if any, as the <br /> court may deem proper. <br /> The Escrow Agent may be removed at any time by an instrument, or <br /> concurrent instruments, in writing, executed by the owners of not less than 51% in <br /> aggregate principal amount of the unpaid Refunded Obligations, such instruments to <br /> be filed with the County, and notice in writing given by such owners to the County <br /> and (unless all of the owners of the unpaid Refunded Obligations have consented to <br /> the removal) sent not less than 60 days before the removal is to take effect. <br /> The Escrow Agent may also be removed at any time for any material breach of <br /> trust or for acting or proceeding in material violation of, or for failing to act or <br /> proceed in accordance with, any provisions of this Agreement, by any court of <br /> competent jurisdiction upon the application of the County or the owners of not less <br /> than 10% in aggregate principal amount of the unpaid Refunded Obligations. <br /> Upon the appointment of any successor escrow agent, the departing Escrow <br /> Agent will execute any agreements, assignments and other documents as may be <br /> necessary to vest in the successor escrow agent all the title, rights, duties and <br /> obligations of the Escrow Agent under this Agreement and in the Escrow <br /> Investments and other funds deposited or to be deposited or received by the Escrow <br /> Agent under this Agreement, as the County may reasonably request. Upon <br /> acceptance by the successor escrow agent of the responsibilities under this <br /> Agreement, all further title, rights, duties and obligations of the departing Escrow <br /> Agent under this Agreement cease and are discharged, except for rights or liabilities <br /> accrued to or by the County or the Escrow Agent. <br /> 7 <br />