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=t_F' ��• u l _ SRH :41T 'I LLEP ',LT 'r QMorate trust usiness to which the Escrow Holder or any successor to it shall be a party shall, if satisfactory to the City and the County, be the successor Escrow Holder under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the con- trary notwithstanding. (b) If at any time hereafter the Escrow Holder shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Bolder shall thereupon become vacant. If the position of Escrow Holder shall, become vacant for any of the foregoing reasons or for any other reason, the City, with the consent of the County, shall appoint an Escrow Holder to fill such vacancy within fifteen days of the occurrence of such vacancy. The City shall publish notice of any such appointment at least once in a newspaper of general circulation published in the territorial limits of the City and in a daily newspaper of general circulation or a financial journal published in the Borough of. Manhattan, City and State of New York, and, before the second publication of such notice shall mail a copy thereof to the registered holders of the Defeased Bonds. (c) At any time within sixty (60) days after such vacancy shall have occurred, the holders of a majority in principal amount of each issue of Defeased Bonds then outstanding, by an instrument or Concurrent instruments in writing, executed by all such bondholders and filed with the governing body of the City, may appoint a successor Escrow Holder, which shall supersede any Escrow Holder theretofore appointed by the City. Photographic copies of each such instrument shall be delivered promptly by the City, to the predecessor Escrow Holder, to the Escrow Holder so appointed by the bondholders and to the County. (d) If no appointment of a successor Escrow Holder shall be made pursuant to the foregoing provisions of this section, the County, the holder of any Defeased Bonds trien outstanding, or any retiring Escrow Holder may apply to any court of competent jurisdiction to appoint a successor Escrow Holder. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Holder. SECTION 11.. ent a ]Escrow Ido dem. In consideration of the services rendered by the Escrow Holder under this Agreement, the City agrees to and shall pay to the Escrow Holder the fees as shown on the attached Schedule d and all expenses, charges, attorney fees and other disbursements incurred by it or its attorneys, agents, and employees in and about the performance of its powers and duties as Escrow Holder. The Escrow Holder shall have no lien whatsoever upon any of the Federal Securities or the cash in said Escrow Fund for the payment of such proper fees and expenses. The City further agrees to indemnify and save the Escrow 7