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i <br />CI <br />0 <br />SECTION 11. SUCCESSOR ESCROW HOLDER. <br />(a) If at any time hereafter the Escrow bolder shall resign, be removed, be dissolved or <br />otherwise become incapable of acting, or shall be taken over by any governmental official, agency, <br />department or board, the position of Escrow Holder Shall thereupon become vacant. If the position <br />of Escrow Halder shall become vacant for any of the foregoing reasons or for any other reason, the <br />Issuer shall appoint an Escrow Holder to fill such vacancy. The Issuer shall either (i) publish notice <br />of any such appointment made by it once in each week for four (4) successive weeks in a newspaper <br />of general circulation published in the territorial limits of the Issuer and in a daily newspaper or <br />financial journal of general circulation in the City of New fork, New York, or (ii) mail a notice of <br />any such appointment made by it to the Holders of the Defeased Bonds within thirty (30) days after <br />such appointment. <br />(b) At any time within one year after such vacancy shall have occurred, the holders of a <br />majority in principal amount of the Bonds then outstanding or a majority ill principal amount of the <br />Defeased Bonds then outstanding, by art instrument or concurrent instruments in writing, executed <br />by either group of such bondholders and filed with the governing body of the Issuer, may appoint a <br />successor Escrow Holder, which shall supersede any Escrow Holder theretofore appointed by the <br />Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the <br />predecessor Escrow Holder and to the Escrow Holder so appointed by the bondholders. In the case <br />of conflicting appointments made by the bondholders under this paragraph, the first effective <br />appointment made during the one year period shall govern. <br />(c) If no appointment of a successor Escrow Holder shall be made pursuant to the foregoing <br />provisions of this Section, the holder of any Defeased Bonds then outstanding, or any retiring Escrow <br />Holder may apply to any court of competent jurisdiction to appoint a successor Escrow Holder. Such <br />court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint <br />a successor Escrow Holder. <br />(d) Any corporation or association into which the Escrow Holder may be converted or <br />merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust <br />business and assets as a whole or substantially as a whole, or any corporation or association resulting <br />from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, <br />shall be and become successor Escrow Holder hereunder and vested with all the trust, powers, <br />discretions, immunities, privileges and all other matters as was its predecessor, without the execution <br />or filing of any instrument or any further act, deed or conveyance on the part of any parties hereto, <br />anything herein to the contrary notwithstanding, provided such successor shall have reported total <br />capital and surplus in excess of $50,000,000, provided that such successor Escrow Holder assume <br />in writing all the trust, duties and responsibilities of the Escrow Holder hereunder. <br />SECTION 12, PAYMENT TO ESCROW HOLDER. The Escrow Holder hereby <br />acknowledges that it has agreed to accept compensation under the Agreement in the sum of <br />$2,500.00, payable up front, for services to be performed by the Escrow Holder pursuant to this <br />ri7 <br />