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employees or its agents; and in connection therewith, the Authority hereby agrees to indemnify the <br />Escrow Trustee against any and all reasonable expenses, including reasonable attorney's fees and the <br />cost of defending any action, suit or proceeding or resisting any claim, including appellate <br />proceedings. <br />Section 8. Resignation of Escrow Trustee. The Escrow Trustee may resign, and <br />thereby become discharged from the duties and obligations hereby created, by executing an <br />instrument in writing resigning such duties and specifying the date when such resignation shall take <br />effect, and delivering the same by registered or certified mail to the Authority not less than twenty <br />(20) days before the date specified in such instrument when such resignation shall take effect. Such <br />resignation shall not take effect until the appointment of a successor Escrow Trustee in accordance <br />with Section 9 hereof and acceptance of such appointment by the successor Escrow Trustee. <br />Section 9. Removal of Escrow Trustee. <br />(a) The Escrow Trustee may be removed at any time by an instrument or <br />concurrent instruments in writing, delivered to the Escrow Trustee, but in no event shall the removal <br />be effective prior to the appointment of a successor Escrow Trustee in accordance with Section 9 <br />hereof and acceptance of such appointment by the successor Escrow Trustee. <br />(b) The Escrow Trustee may also be removed at any time for any breach of trust <br />or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any <br />provisions of this Agreement with respect to the duties and obligations of the Escrow Trustee by any <br />court of competent jurisdiction upon the application of the Authority. <br />-7- <br />::ODMA\PCDOCS\SBDOCS 1\37351 \1 <br />