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others, with the Refunding Trustee's sole duty hereunder being to safeguard the Escrow Fund, to
<br /> dispose of and deliver the same in accordance with this Agreement. If, however, the Refunding
<br /> Trustee is called upon by the terms of this Agreement to determine the occurrence of any event
<br /> or contingency, the Refunding Trustee shall be obligated, in making such determination, only to
<br /> exercise reasonable care and diligence, and in event of error in making such determination the
<br /> Refunding Trustee shall be liable only for its own willful misconduct or its negligence. In
<br /> determining the occurrence of any such event or contingency the Refunding Trustee may request
<br /> from the City, the District or any other person such reasonable additional evidence as the
<br /> Refunding Trustee in its discretion may deem necessary to determine any fact relating to the
<br /> occurrence of such event or contingency, and in this connection may make inquiries of, and
<br /> consult with, among others, the City and the District at any time.
<br /> Section 8.3. Successor Refunding Trustees.
<br /> Any corporation, association or other entity into which the Refunding Trustee may be
<br /> converted or merged, or with which it may be consolidated, or to which it may sell or otherwise
<br /> transfer all or substantially all of its corporate trust assets and business or any corporation,
<br /> association or other entity resulting from any such conversion, sale, merger, consolidation or
<br /> other transfer to which it is a party, ipso facto, shall be and become successor refunding trustee
<br /> hereunder, vested with all other matters as was its predecessor, without the execution or filing of
<br /> any instrument or any further act on the part of the parties hereto, notwithstanding anything
<br /> herein to the contrary.
<br /> If at any time the Refunding Trustee or its legal successor or successors should become
<br /> unable, through operation or law or otherwise, to act as refunding trustee hereunder, or if its
<br /> property and affairs shall be taken under the control of any state or federal court or
<br /> administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall
<br /> forthwith exist in the office of Refunding Trustee hereunder. In such event the City, by
<br /> appropriate action, promptly shall appoint an Refunding Trustee to fill such vacancy. If no
<br /> successor Refunding Trustee shall have been appointed by the City within 60 days, a successor
<br /> may be appointed by the owners of a majority in principal amount of the Refunded Bonds then
<br /> outstanding by an instrument or instruments in writing filed with the City and the District, signed
<br /> by such owners or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment
<br /> of a successor Refunding Trustee shall be made pursuant to the foregoing provisions of this
<br /> section within three months after a vacancy shall have occurred, the owner of any Refunded
<br /> Bond may apply to any court of competent jurisdiction to appoint a successor Refunding Trustee.
<br /> Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint
<br /> a successor Refunding Trustee.
<br /> Any successor Refunding Trustee shall be a corporation or association organized and
<br /> doing business under the laws of the United States or the States of Washington or New York
<br /> authorized under such laws to exercise corporate trust powers, having a place of business in the
<br /> State of Washington, having a combined capital and surplus of at least $100,000,000 and subject
<br /> to the supervision or examination by federal or state authority.
<br /> Any successor Refunding Trustee shall execute, acknowledge and deliver to the City, the
<br /> District and the Refunding Trustee an instrument accepting such appointment hereunder, and the
<br /> Refunding Trustee shall execute and deliver an instrument transferring to such successor
<br /> A-7 P\20287_CMW\20287_AMT 10/14/14
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