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written notice from the Escrow Agent, but only from funds available therefor under the Prior Indenture. � VII. Termination. These Instructions sha11, except as set forth in Section V hereof, terminate and be of no further force and effect when all transfers required to be made by the Escrow Agent under the provisions hereof shall have been made, and all payments with respect to the 2003 Bonds shall have been effected. VIII. Invalidity; Applicable Law. If any one or more of the provisions of these Instructions should be determined by a court of competent jurisdiction to be contrary to law, such provisions shall be deemed and construed to be severable from the remaining provisions herein contained and shall in no way affect the validity of the remaining provisions of these Instructions. These Instructions shall be construed and governed in accordance with the laws of the State of California. IX. Binding Effect; Successors. These instructions shall be binding upon and shall inure to the benefit of the parties hereto and the owners of the 2003 Bonds and their respective successors and assigns. The owners of the 2003 Bonds shall have no lien whatsoever on moneys representing principal of or interest on the investments held by the Escrow Agent in accordance with these Instructions. Whenever in these Instructions any party is named or referred to, such reference shall be deemed to include such party's successors or assigns, and all instructions contained in these Instructions to, by or on behalf of any party hereto shall bind and inure to the benefit of such party's successors and assigns whether so expressed or not. X. Counterparts. These Instructions may be executed, approved and acknowledged in several counterparts, all or any one of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. XI. Duties of the Escrow Agent; Protection. The Escrow Agent shall perform only such duties as are specifically set forth in these Instructions and no implied covenants or obligations shall be read into these Instructions against the Escrow Agent . � The rights and protections afforded the Prior Trustee in Article VII of the Prior Indenture shall apply to the Escrow Agent and such Section is incorporated herein by reference to apply to the Escrow Agent. -5- 340122 2.DOC