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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 <br />made pursuant to the foregoing provisions of this section within three months after a vacancy <br />shall 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, <br />if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. <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 $100,000,000 and subject to the <br />supervision or examination by federal or state authority. <br />Any successor Escrow Agent shall execute, acknowledge and deliver to the City and the <br />Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall <br />execute and deliver an instrument transferring to such successor Escrow Agent, subject to the <br />terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon <br />the request of any such successor Escrow Agent, the City shall execute any and all instruments in <br />writing for more fully and certainly vesting in and confirming to such successor Escrow Agent <br />all such rights, powers and duties. <br />The obligations assumed by the Escrow Agent pursuant to this Agreement may be <br />transferred by the Escrow Agent to a successor Escrow Agent if (a) the requirements of this <br />Section 8.4 are satisfied; (b) the successor Escrow Agent has assumed all the obligations of the <br />Escrow Agent under this Agreement; and (c) all of the Escrowed Securities and money held by <br />the Escrow Agent pursuant to this Agreement have been duly transferred to such successor <br />Escrow Agent. <br />Article 9. Miscellaneous <br />Section 9.1. Notice. <br />Any notice, authorization, request, or demand required or permitted to be given <br />hereunder shall be in writing and shall be deemed to 'have been duly given when mailed by <br />registered or certified mail; postage prepaid addressed to the City or the Escrow Agent at the <br />address shown on Exhibit A attached hereto. The United States Post Office registered or <br />certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date <br />and fact of delivery. Any party hereto may change the address to which notices are to be <br />delivered by giving to the other parties not less than ten days prior notice thereof. <br />6$,-8 PA20287 CMW20287_9RC 01/02/13 <br />