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which any change, modification or addition affects the rights of the holders of the Refunded
<br />Bonds, or that any instrument executed hereunder complies with the conditions and provisions of
<br />this Section 13.
<br />14. In consideration of the services rendered by the Escrow Agent under this
<br />Agreement, the Issuer agrees to and shall pay to the Escrow Agent a one-time fee of $1,000, and
<br />promptly on receipt of an invoice to pay all reasonable, customary and ordinary expenses,
<br />charges, attorneys' fees, costs and expenses, and other disbursements incurred by it in connection
<br />with publication of notices of redemption and appointment of a successor Escrow Agent
<br />hereunder. The Escrow Agent shall have no lien whatsoever upon any amount in said Escrow
<br />Fund for the payment of such proper fees and expenses. The Issuer hereby assumes liability for,
<br />and hereby agrees (whether or not any of the transactions contemplated hereby are
<br />consummated), to the extent permitted by law, to indemnify, protect, save and keep harmless the
<br />Escrow Agent and its respective successors, assigns, agents and servants, from and against any
<br />and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses
<br />and disbursements (including reasonable legal fees and disbursements), which may be imposed
<br />on, incurred by, or asserted against, at any time, the Escrow Agent (whether or not also
<br />indemnified against the same by the Issuer or any other person under any other agreement or
<br />instrument) and in any way relating to or arising out of the execution and delivery of this
<br />Agreement, the establishment of the Escrow Fund established hereunder, the acceptance of the
<br />funds and securities deposited hereunder, thereof and any payment, transfer or other application
<br />of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement;
<br />provided, however, that the Issuer shall not be required to indemnify the Escrow Agent against
<br />its own gross negligence or willful misconduct. In no event shall the Issuer be liable to any
<br />person by reason of the transactions contemplated hereby other than to the Escrow Agent as set
<br />forth in this Section. The indemnities contained in this Section shall survive the termination of
<br />this Agreement or the sooner resignation or removal of the Escrow Agent and shall inure to the
<br />benefit of the Escrow Agent's successors and assigns.
<br />The Escrow Agent shall have no responsibilities to any person in connection herewith
<br />except those specifically provided herein and no covenants or obligations shall be read into this
<br />agreement against the Escrow Agent. The Escrow Agent shall not be responsible for anything
<br />done or omitted to be done by it except for its own gross negligence or willful misconduct in the
<br />performance of any obligation imposed on it hereunder. If, however, the Escrow Agent is called
<br />upon by the terms of this Agreement to determine the occurrence of any event or contingency,
<br />the Escrow Agent shall be obligated in making such determination only to exercise reasonable
<br />care and diligence, and in the event of error in making such determination, the Escrow Agent
<br />shall be liable only for its own gross negligence or willful misconduct. Notwithstanding any
<br />provision herein to the contrary, in no event shall the Escrow Agent be liable for special, indirect
<br />or consequential loss or damage of any kind whatsoever (including but not limited to lost
<br />profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and
<br />regardless of the form of action. The Escrow Agent, except as herein specifically provided for,
<br />is not a party to, nor is it bound by nor need it give consideration to the terms or provisions of
<br />any other agreement or undertaking between the Issuer and other persons and the Escrow Agent
<br />assents to and is to give consideration only to the terms and provisions of this Agreement.
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