Agenda - Economic Development Authority - 05/10/2012

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Holders of a majority in aggregate principal amount of the Refunded Bonds, by an instrument or concurrent instruments in writing signed by such Holders, or by their attorney in fact duly authorized, may appoint a successor Escrow Agent. Any successor agent appointed hereunder shall execute, acknowledge and deliver to its predecessor agent and to the Administrator of 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 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 agent all right, title and interest in and to the 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 agent without the execution of any document or the performance of any further act. 14. Successors and Assigns; Beneficiaries, This Escrow Agreement shall be irrevocable and binding upon and shall inure to the benefit of the City, the EDA and the Escrow Agent and their respective successors and assigns. In addition, this Escrow Agreement shall constitute a third party beneficiary contract for the benefit of the holders at any time of the Refunded Bonds. Said third party beneficiaries shall be entitled to enforce performance and observance by the City, the EDA 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. 15. Supplemental Agreements. For any one or more of the following purposes, the City, the EDA and Escrow Agent may enter into any supplemental agreements to this Escrow Agreement as shall not adversely affect the rights of the holder or holders of the Refunded Bonds and as shall not be inconsistent with the terms and provisions of this Escrow Agreement, without the consent of or notice to the holder or holders of the Refunded Bonds: (a) To cure any ambiguity or formal defect or omission in this Escrow Agreement; (b) To grant to, or confer upon, the Escrow Agent for the benefit of the holder or holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holder or holders; and (c) To provide additional funds, securities or properties under this Escrow Agreement. 16. Consent Otherwise to Amendments. Except as expressly provided in paragraph 14, this Escrow Agreement may not be repealed, revoked, altered or amended without the unanimous written consent of the City, the EDA and the holder or holders of the Refunded Bonds, and the written consent of the Escrow Agent.