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EXHIBIT 10.3
DESIGNATION OF SUCCESSOR ESCROW AGENT
AND ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS DESIGNATION OF SUCCESSOR ESCROW AGENT AND ASSIGNMENT AND ASSUMPTION
AGREEMENT (the "Agreement") is entered into this 23rd day of October, 1996, by
and among FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION ("First Trust of
California"), CRONOS CAPITAL CORP. (the "General Partner"), GENERAL PARTNER OF
CRONOS GLOBAL INCOME FUND XVI, L.P. (the "Partnership"), CRONOS SECURITIES CORP.
("CSC"), and UNION BANK OF CALIFORNIA, N.A. ("Union Bank of California").
RECITALS
A. The General Partner of the Partnership, CSC and First Trust of
California (as legal successor to Bank of America N.T. and S.A., Escrow Agent)
are parties to that certain Escrow Agreement dated October 17, 1995 (the "Escrow
Agreement") pursuant to which the General Partner, on behalf of the Partnership,
has established an escrow (the "Escrow"). The Escrow Agreement was entered into
pursuant to the terms of the Escrow Agreement and Instructions for Cronos Global
Income Fund XVI, L.P., dated October 17, 1995 and the General Partner of the
Partnership, CSC, and First Trust of California are parties, have established an
escrow into which certain documents and/or funds have been or shall be deposited
as provided in the Escrow Agreement.
B. By letter dated October 21, 1996, the Escrow Agreement between the
General Partner of the Partnership, CSC, and First Trust of California shall be
cancelled, which cancellation shall be effective as of November 1, 1996.
C. As provided in the Escrow Agreement, the General Partner of the
Partnership and CSC desire to appoint Union Bank of California as successor
escrow agent under the Escrow Agreement.
D. First Trust of California agrees to assign to Union Bank of California,
and Union Bank of California agrees to assume from First Trust of California,
all of First Trust of California's estates, properties, rights, powers, duties,
trusts and obligations as escrow agent under the Escrow Agreement.
E. The General Partner, CSC, and Union Bank of California further desire to
transfer the escrow funds and/or documents to an escrow to be established by
Union Bank of California.
THE PARTIES HERETO THEREFORE AGREE AS FOLLOWS:
1. Designation of Successor Escrow Agent. The General Partner of the
Partnership and CSC hereby agree to appoint Union Bank of California as
successor escrow agent, which appointment is hereby consented to by Union Bank
of California, effective as of the Effective Date. The General Partner of the
Partnership and CSC further agree that the designation of Union Bank of
California as successor escrow agent in this Agreement shall satisfy all
requirements for such designation of a successor escrow agent as set forth in
the Resignation of Escrow Agent section of the Escrow Agreement.
2. Assignment and Assumption. First Trust of California hereby assigns to
Union Bank of California and Union Bank of California hereby assumes from First
Trust of California, all estates, properties, rights, powers, duties and trusts
of First Trust of California as an escrow agent under the Escrow Agreement,
which assignment and assumption shall be effective as of the Effective Date.
Union Bank of California covenants to perform all remaining obligations of First
Trust of California under the Escrow Agreement and, Union Bank of California
shall be entitled to all the rights and benefits of First Trust of California as
escrow agent under the Escrow Agreement. Union Bank of
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California further agrees to be bound by all the terms and conditions of the
Escrow Agreement, and shall be deemed to be a party thereto, as of the Effective
Date.
3. Transfer of Escrow Funds and/or Documents. Union Bank of California
shall establish at its offices an escrow under the terms and conditions of the
Escrow Agreement for the purpose of receiving any of the escrow funds and/or
documents currently held by First Trust of California. On the Effective Date,
First Trust of California shall transfer to Union Bank of California any such
escrow funds and/or documents currently held by First Trust of California in
Escrow.
4. First Trust of California and Union Bank of California agree that Union
Bank of California shall accept into escrow any checks for subscription for
Units in the Partnership made payable to Bank of America (legal predecessor to
First Trust of California) or First Trust of California. First Trust of
California and Union Bank of California shall take any and all steps necessary
to implement this agreement.
5. Indemnities.
5.1 First Trust of California Indemnity. First Trust of California shall
indemnify, save, hold and defend Union Bank of California and its respective
successors and assigns harmless from and against any and all liabilities,
obligations, claims, demands, judgments, causes of action, damages, costs,
losses, and expenses (including attorney's fees and court costs) arising out of
or pertaining to any breach of or failure to perform any obligation of First
Trust of California hereunder or under the Escrow Agreement that occurred or
accrued prior to the Effective Date of the assignment and assumption contained
in this Agreement.
5.2 Union Bank of California Indemnity. Union Bank of California shall
indemnify, save, hold, and defend First Trust of California and its respective
successors and assigns harmless from and against any and all liabilities,
obligations, claims, demands, judgments, causes of action, damages, costs,
losses, and expenses (including attorneys' fees and court costs) arising out of
or pertaining to any breach of or failure to perform any obligation of First
Trust of California under the Escrow Agreement that occurs or accrues upon or
after the Effective Date of the assignment and assumption contained in this
Agreement.
6. Notices to Union Bank of California. All notices, requests,
deliveries, and other communication to Union Bank of California hereunder or
under the Escrow Agreement shall be addressed as follows (or at such other
address as shall be given in writing by Union Bank of California to the other
parties hereto):
Union Bank of California, N.A.
475 Sansome St.
San Francisco, CA 94111
Attn: Aran King
Fax No. (415) 291-7470
Telephone No. (415) 296-6684
7. Counterparts. This agreement may be signed in any number of
counterparts, each of which shall be an original, and all of which together
shall be deemed one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
CRONOS CAPITAL CORP., General Partner
of
Cronos Global Income Fund XVI, L.P.
By: /s/ Elinor A. Wexler
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Name: Elinor A. Wexler
Title: Vice
President -- Administration
CRONOS SECURITIES CORP.
By: /s/ Elinor A. Wexler
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Name: Elinor A. Wexler
Title: Vice President
FIRST TRUST OF CALIFORNIA, N.A.
As Legal Successor to Bank of America
N.T. & S.A.
By: /s/ Raafat A. Sarkis
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Name: Raafat A. Sarkis
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Moon Shil Lee
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Name: Moon Shil Lee
Title: Vice President
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