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F.7 `ii <br />counsel shall have full and complete authorization and protection <br />in respect of any action taken, suffered or omitted by it in good <br />faith in accordance therewith. whenever the Escrow Holder shall <br />deem it necessary or desirable that a matter be proved or <br />established prior to taking, suffering or omitting any action under <br />this Agreement, such matter may be deemed to be conclusively <br />established by a certificate signed by an authorized officer of the <br />City. The Escrow Holder shall be under no duty to make any <br />investigation or inquiry as to any statement contained or matters <br />referred to in such certificate. <br />Section S. EesignAtIqD of Escrow -0- de;r. The Escrow holder <br />may resign and thereby become discharged from the duties and <br />obligations hereby created, by notice in writing given to the City <br />and the County and published once in a daily newspaper of general <br />circulation or a financial journal published in the Borough of <br />Manhattan, city and State of New York, not less than sixty (60) <br />days before such resignation shall take effect. Such resignation <br />shall take effect immediately upon the appointment of a new Escrow <br />Bolder hereunder, if such new Escrow Holder shall be appointed <br />before the time limited by such notice and shall then accept the <br />duties and obligations thereof. <br />Section 9. Removal of Escrow Holder. <br />(a) The Escrow Holder may be removed at any time by an <br />instrument or concurrent instruments in writing, executed by the <br />holders of not less than fifty -cane per centum (51%) in aggregate <br />principal amount of each issue of Defeased Bonds then outstanding, <br />such instruments to be filed with the City and the County, and <br />notice in writing given by such holders to the original purchaser <br />or purchasers of the Defeased Bonds not less than sixty (60) days <br />before such removal is to take effect as stated in such instrument <br />or instruments. A photographic copy of any instrument filed with <br />the City under the provisions of this paragraph shall be delivered <br />by the City to the Escrow Holder and the County. <br />(b) The Escrow Holder may also be removed at any time for any <br />breach of trust or for acting or proceeding in violation of, or for <br />failing to act or proceed in accordance with, any provisions of <br />this Agreement with respect to the duties and obligations of the <br />Escrow Halder, by the City, by the County or by the holders of not <br />less than twenty-five per centum (25%) in aggregate principal <br />amount of the Defeased Bonds then outstanding. <br />section 10. .t�G essn Escrow Halder. <br />(a) Any corporation into which the Escrow Holder, or any <br />successor to it in the trusts created by this Agreement, may be <br />merged or converted or with which it or any successor to it may be <br />consolidated, or any corporation resulting from any merger, <br />conversion, consolidation ["]4 reorganization Qr mala of Ilk <br />11 <br />