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• <br /> 8 <br /> • <br /> Section 8.3. Successor Escrow Agents. <br /> • <br /> • <br /> Any corporation, association or other entity into which the Escrow Agent 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 escrow agent <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 Escrow Agent or its legal successor.or successors should become <br /> unable,through operation or law or otherwise, to act as escrow agent hereunder, or if its property <br /> and affairs shall be taken under the control of any state or federal court or administrative body <br /> because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in <br /> the office of Escrow Agent hereunder. In such event the City, by appropriate action, promptly <br /> .shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have <br /> been appointed by the City within 60 days, a successor may be appointed by the owners of a <br /> majority in principal amount of the Refunded Bonds then outstanding by an instrument or <br /> • instruments in writing filed with the City, signed by such owners or by their duly authorized <br /> attorneys-in-fact. If,in a proper case,no appointment of a successor Escrow Agent shall be made <br /> • pursuant to the foregoing provisions of this section within three months after a vacancy shall <br /> have occurred, the owner of any Refunded Bond may apply to any court of competent <br /> jurisdiction to appoint a successor Escrow Agent. Such court may thereupon,'after such notice,if <br /> any, as it may deem proper,prescribe and appoint a successor Escrow Agent. <br /> • <br /> Any successor Escrow Agent shall be a corporation organized and doing business under <br /> the laws of the United States or the State of Washington, authorized under such laws to exercise <br /> corporate trust powers, having its principal office and place• of business in the State of <br /> Washington, having a combined capital and surplus of at least $100,000,000 and subject to the <br /> supervision or examination by federal or state authority. <br /> Any successor Escrow Agent shall execute, acknowledge and deliver to the City and the <br /> Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall <br /> execute and deliver an instrument transferring to such successor. Escrow Agent, subject to the <br /> terms of this Agreement, all the rights,powers and trusts of the Escrow Agent hereunder. Upon <br /> the request of any such successor Escrow Agent;the City shall execute any and all instruments in <br /> writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all <br /> such rights,powers and duties. <br /> The obligations assumed by the Escrow Agent pursuant to this Agreement may be <br /> transferred by the Escrow Agent to a successor Escrow Agent if (a) the requirements of this <br /> Section 8.4 are satisfied; (b) the.successor Escrow Agent has assumed all the obligations of the <br /> Escrow Agent under this Agreement; and (c) all of the Escrowed Securities and money held by <br /> the Escrow Agent pursuant to this Agreement have been duly transferred to such successor <br /> Escrow Agent. <br /> 61-8 P:120287 CMW20287 9RD 5/4/2012 <br />