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responsible for its negligent or willful failure to comply with its duties required hereunder. and its negligent or willful acts, omissions or errors hereunder. The duties and obligations of the Escrow Bolder may be determined by the express provisions of this Agreement. The Escrow Holder may consult with counsel. who may or may not be counsel to the Issuer. at the Issuer's expense and in reliance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken. suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Holder shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Issuer. SECTION 9. RESIGNATION OF ESCROW HOLDER. The Escrow Holder may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer, any rating agency then providing a rating on either the Defeased Bonds or the Bonds, and the Paying Agent for the Defeased Bonds not less than sixty (60) days before such resignation shall take effect. Such resignation shall not take effect until the appointment of a new Escrow Holder hereunder. SECTION 10. REMOVAL OF ESCROW HOLDER. (a) The Escrow Holder may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than ti fly -one percentum (51 %) in aggregate principal amount of the Defeased Bonds then outstanding, such instruments to be filed with the Issuer. and notice in writing given by such holders to the original purchaser or purchasers of the Bonds and published by the Issuer once in a newspaper of general circulation in the territorial limits of the Issuer. and in a daily newspaper or financial joumal of general circulation in the City of New York, New York. not less than sixty (60) days before such removal is to take effect as stated in said instrument or instruments. A photographic copy of any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Holder. (b) The Escrow holder may also be removed at any time tbr any breach oftnist or for acting or proceeding in violation of or for failing to act or proceed in accordance with. any provisions of this Agreement with respect to the duties and obligations of the Escrow Holder by any court of competent jurisdiction upon the application of the Issuer or the holders of not less than five percentum (5%) in aggregate principal amount of the Bonds then outstanding, or the holders of not less than Live percentum (5%) in aggregate principal amount of the Defeased Bonds then outstanding. (c) The Escrow Bolder may not be removed until a successor Escrow I lolder has been appointed in the manner set forth herein. 5