shall have been appointed by the Issuer as hereinafter provided and
<br /> the successor Escrow Agent shall have accepted such appointment, in
<br /> which such event such resignation shall take effect immediately
<br /> upon the appointment and acceptance of a successor Escrow Agent.
<br /> The Escrow Agent may be removed at any time by an instrument
<br /> or concurrent instruments in writing, delivered to the Escrow
<br /> Agent, by the Issuer.
<br /> In the event the Escrow Agent hereunder shall resign, be
<br /> removed, be dissolved or shall be in the course of dissolution or
<br /> liquidation, or otherwise become incapable of acting hereunder, or
<br /> in case the Escrow Agent shall be taken under the control of any
<br /> public officer or officers, or of a receiver appointed by a court,
<br /> a successor may be appointed by the Issuer.
<br /> Every successor Escrow Agent appointed hereunder shall
<br /> execute, acknowledge and deliver to its predecessor and to the
<br /> Issuer, an instrument in writing accepting such appointment
<br /> hereunder, and thereupon such successor Escrow Agent without any
<br /> further act, deed or conveyance, shall become fully vested with all
<br /> the rights, immunities, powers, trusts, duties and obligations of
<br /> its predecessor; but such predecessor shall, nevertheless, on the
<br /> written request of such successor Escrow Agent or the Issuer,
<br /> execute and deliver an instrument transferring to such successor
<br /> Escrow Agent all the estates, properties, rights, powers and trusts
<br /> of such predecessor hereunder; and every predecessor Escrow Agent
<br /> shall deliver all securities and moneys held by it to its
<br /> successor; provided, however, that before any such delivery is
<br /> required to be made, all fees, advances and expenses, if any, of
<br /> the retiring or removed Escrow Agent shall be paid in full.
<br /> Should any transfer, assignment or instrument in writing from
<br /> the Issuer be required by any successor Escrow Agent for more fully
<br /> and certainly vesting in such successor Escrow Agent the estates,
<br /> rights, powers and duties hereby vested or intended to be vested in
<br /> the predecessor Escrow Agent, any such transfer, assignment and
<br /> instruments in writing shall, on request, be executed, acknowledged
<br /> and delivered by the Issuer.
<br /> Any corporation into which the Escrow Agent or any successor
<br /> to it in the trusts created by this Escrow Agreement may be merged
<br /> into or consolidated with, and any corporation which otherwise
<br /> succeeds to the Escrow Agent or its successors, shall, if
<br /> satisfactory to the Issuer and a qualified depository for the
<br /> Issuer, be the successor Escrow Agent under this Escrow Agreement
<br /> without the execution or filing of any paper or any other act on
<br /> the part of any of the parties hereto, anything herein to the
<br /> contrary notwithstanding.
<br /> Section 10. The Escrow Agent shall be entitled to payment
<br /> and/or reimbursement by the Issuer for reasonable fees for its
<br /> services rendered hereunder and all advances, counsel fees and
<br /> other ordinary expenses reasonably and necessarily made or incurred
<br /> by the Escrow Agent in connection with such services, provided,
<br /> however, the Issuer and Escrow Agent agree not to use amounts in
<br /> the Escrow Account for such purposes.
<br /> Section 11. This Escrow Agreement shall terminate upon
<br /> payment of the principal of and interest on the Prior Bonds.
<br /> Section 12. If any one or more of the covenants or agreements
<br /> provided in this Escrow Agreement to be performed on the part of
<br /> the Issuer or the Escrow Agent should be determined by a court of
<br /> cmmnetent jurisdiction to be contrary to law, such covenant or
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