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determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the Bonds, the Issuer shall pay to the Escrow Agent the sum of$ , the sufficiency of which is hereby acknowledged by the Escrow Agent, to pay its fee for performing the services of Escrow Agent hereunder and for all expenses incurred or to be incurred by it as Escrow Agent in the administration of this Agreement. In the event that the Escrow Agent is requested by the Issuer to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. (b) Concurrently with the sale and delivery of the Bonds, the Issuer shall pay to the Escrow Agent the sum of $ , the sufficiency of which is hereby acknowledged by the Escrow Agent, for all future fees and expenses for paying agency services relating to the Refunded Bonds, including dissemination of notices of redemption and defeasance and processing of bond redemptions. The Escrow Agent shall be obligated to make available for the Refunded Bonds amounts from the Escrow Fund sufficient to pay when due the principal of and interest on any Refunded Bonds presented for payment. (c) Upon receipt of the sums specified in subsections (a) and (b) of this Section, the Escrow Agent shall acknowledge such receipt to the Issuer in writing. Section 7.04. Successor Escrow Agents. (a) If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as Escrow Agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. Uno successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Bonds then outstanding by an instrument ot instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attomeys-in- fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Bond may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. (b) The Escrow Agent may at any time resign and be discharged from the trust hereby created by giving not less than 60 days' written notice to the Issuer. No such resignation shall take effect.unless: (i) a successor Escrow Agent shall have been appointed by the owners of the Refunded Bonds or by the Issuer as herein provided; (ii) such successor Escrow Agent shall have accepted such appointment and such appointment is in effect; (iii) the successor Escrow Agent shall have agreed to accept the fees currently in effect for the Escrow; (iv) the Escrow Agent shall have paid over to the successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder; and (v) the Escrow Fund and all assets thereof have been transferred to the successor Escrow Agent. Such resignation shall take effect immediately upon compliance with the foregoing requirements. R '.SANMAR\GORJ 99\DOCSIESCROW WPD 8