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<br />EL185-67-687630.v1 4 <br /> <br />appropriated for the payment of the callable principal amount of the Refunded Bonds at the <br />Redemption Date and interest on the Refunding Bonds to the Redemption Date in accordance <br />with this Agreement. <br /> <br /> 12. This Agreement shall be binding upon and shall inure to the benefit of the City <br />and the Escrow Agent and their respective successors and assigns. In addition, this Agreement <br />shall constitute a third party beneficiary contract for the benefit of the holders of the Refunded <br />Bonds and said third party beneficiaries shall be entitled to enforce performance and observance <br />by the City and the Escrow Agent of the respective agreements and covenants herein contained <br />as fully and completely as if said third party beneficiaries were parties hereto. Any bank into <br />which the Escrow Agent may be merged or with which it may be consolidated or any bank <br />resulting from any merger or consolidation to which it shall be a party or any bank to which it <br />may sell or transfer all or substantially all of its corporate trust business shall, if the City <br />approves, be the successor agent without the execution of any document or the performance of <br />any further act. <br /> <br /> 13. The Escrow Agent may at any time resign and be discharged of its obligations <br />hereunder by giving to the Clerk of the City written notice of such resignation not less than 60 <br />days before the date when the same is to take effect, provided that the Escrow Agent shall return <br />to the City the pro rata portion of its fee which is allocable to the period of time commencing on <br />the effective date of such resignation. Such resignation shall take effect upon the date specified <br />in the notice, or upon the appointment and qualification of a successor prior to that date. In the <br />event of such resignation, a successor shall promptly be appointed by the City, and the Clerk of <br />the City shall immediately give written notice thereof to the predecessor escrow agent and <br />publish the notice in the manner described in this paragraph 12. If, in a proper case, no <br />appointment of a successor agent is made within 45 days after the receipt by the City of notice of <br />such resignation, the Escrow Agent or the holder of any Refunded Bond may apply to any court <br />of competent jurisdiction to appoint a successor escrow agent, which appointment may be made <br />by the Court after such notice, if any, as the Court may prescribe. Any successor escrow agent <br />appointed hereunder shall execute, acknowledge and deliver to its predecessor escrow agent and <br />to the City a written acceptance of such appointment, and shall thereupon without any further <br />act, deed or conveyance become fully vested with all moneys, properties, duties and obligations <br />of its predecessor, but the predecessor shall nevertheless pay over, transfer, assign and deliver all <br />moneys, securities or other property held by it to the successor escrow agent, shall execute, <br />acknowledge and deliver such instruments of conveyance and do such other things as may <br />reasonably be required to vest and confirm more fully and certainly in the successor escrow <br />agent all right, title and interest in and to any property held by it hereunder. Any bank into <br />which the Escrow Agent may be merged or with which it may be consolidated or any bank <br />resulting from any merger or consolidation to which it shall be a party or any bank to which it <br />may sell or transfer all or substantially all of its corporate trust business shall, if the City <br />approves, be the successor escrow agent without the execution of any document or the <br />performance of any further act. <br /> <br /> 14. The Escrow Agent acknowledges receipt of the sum of $_______ as its full <br />compensation for its services to be performed under this Agreement.