8.2.B. SR 02-21-2012 - Laserfiche WebLink

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Bonds and said third party beneficiaries shall be entitled to enforce performance and observance by the City and the Escrow Agent of the respective agreements and covenants herein contained as fully and completely as if said third party beneficiaries were parties hereto. Any bank into which the Escrow Agent may be merged or with which it may be consolidated or any bank resulting from any merger or consolidation to which it shall be a party or any bank to which it may sell or transfer all or substantially all of its corporate trust business shall, if the City approves, be the successor agent without the execution of any document or the performance of any further act. 12. The Escrow Agent may at any time resign and be discharged of its obligations hereunder by giving to the Administrator of the City written notice of such resignation not less than 60 days before the date when the same is to take effect, provided that the Escrow Agent shall return to the County the pro rata portion of its fee which is allocable to the period of time commencing on the effective date of such resignation. Such resignation shall take effect upon the date specified in the notice, or upon the appointment and qualification of.a successor prior to that date. In the event of such resignation, a successor shall promptly be appointed by the City, and the Administrator of the City shall immediately give written notice thereof to the predecessor escrow agent and publish the notice in the manner described in this paragraph 12. If, in a proper case, no appointment of a successor agent is made within 45 days after the receipt by the City of notice of such resignation, the Escrow Agent or the holder of any Refunded Bond may apply to any court of competent jurisdiction to appoint a successor escrow agent, which appointment may be made by the Court after such notice, if ariy, as the Court may prescribe. Any successor escrow agent appointed hereunder shall execute,. acknowledge and deliver to its predecessor escrow agent and to the City a written acceptance of such appointment, and shall thereupon without any further act, deed or conveyance become fully vested with all moneys, properties, duties and obligations of its predecessor, but the predecessor shall nevertheless pay over, transfer, assign and deliver all moneys, securities or other property held by it to the successor escrow agent, shall execute, acknowledge and deliver such instruments of conveyance and do such other things as may reasonably be required to vest and confirm more fully and certainly in the successor escrow agent all right, title and interest in and to any property held by it hereunder. Any bank into which the Escrow Agent may be merged or with which it may be consolidated or any bank resulting from any merger or consolidation to which it shall be a party or any bank to which it may sell or transfer all or substantially all of its corporate trust business shall, if the City approves, be the successor escrow agent without the execution of any document or .the performance of any further act. 13. The Escrow Agent acknowledges receipt of the sum of $ as its full compensation for its services to be performed under this Agreement. 14. The duties and obligations of the Agent shall be as prescribed by the provisions of this Agreement and the Agent shall not be liable hereunder except for failure to perform its duties and obligations as specifically set forth herein or to act in good faith in the performance thereof and no implied duties or obligations shall be incurred by the Agent other than those specified herein. 398278v1 JSB EL185-17 4