2013-003 RES APPROVING EXECUTION AND DELIVERY OF LOAN AGREEMENT WITH LOAN FORGIVENESS

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r � EXHIBIT G Escrow Agreement ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement"), made by and between City of Paris, a political subdivision of the State of Texas in Lamar County, Texas (the "City"), acting by and through its City Council and The Bank of New York Mellon Trust Company, N.A. (the "Banl�'), as Escrow Agent (the "Escrow Agent") together with any successor in such capacity; WITNESSETH: WHEREAS, pursuant to a Loan Forgiveness Agreement, the City will accept certain contractual obligations (the "Obligations") to obtain financial assistance from the Texas Water Development Board (the "TWDB") for the purpose of funding water or wastewater system improvements (the "Project"); and WHEREAS, the Escrow Agent is a state or national bank designated by the Texas Comptroller as a state depository institution in accordance with Government Code, Chapter 404, Subchapter C, or is a designated custodian of collateral in accordance with Government Code Chapter 404, Subchapter D and is otherwise qualified and empowered to enter into this Agreement, and hereby acknowledges its acceptance of the terms and provisions hereof; and WHEREAS, a condition of the Obligations is the deposit of the proceeds of the Obligations (the "Proceeds") in escrow subject to being withdrawn only with the approval of the Executive Administrator of the TWDB or another designated representative; provided, however, the Proceeds can be transferred to different investments so long as all parties hereto consent to such transfer; NOW, THEREFORE, in consideration of the mutual agreements herein contained and in consideration of the amount to be paid by the City to the Escrow Agent, as set forth on Exhibit A, the receipt of which is hereby acknowledged, and in arder to secure the delivery of the Obligations, the parties hereto mutually undertake, promise and agree for themselves, their respective representatives and successors, as follows: SECTION 1: ESCROW ACCOUNT. Upon the delivery of the Obligations described above, the Proceeds identified under TWDB Commitment Number LF1000079 shall be deposited to the credit of a special escrow account (the "Escrow AccounP') maintained at the Bank on behalf of the City and the TWDB and shall not be commingled with any other accounts or with any other proceeds or funds. The Proceeds received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the City, and the Escrow Agent shall have no right to title with respect thereto except as Escrow Agent under the terms of this Agreement. Exhibit G, Page 1 of 6