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ankruptcy or for any other reason, a vacancy shall <br />forthwith exist in the office of Escrow Agent hereunder. In <br />~such event the Issuer, by appropriate resolution, shall <br />~romptly appoint an Escrow Agent to fill such vacancy. If <br />o successor Escrow Agent shall have been appointed by the <br />;Issuer within 60 days, a successor may be appointed by the <br />~olders of a majority in principal amount of the Refunded <br />lEonds then outstanding by an instrument or instruments in <br />~writing filed with the Issuer, signed by such holders or by <br />itheir duly authorized attorneys-in-fact. If, in a proper <br />icase, no appointment of a successor Escrow Agent shall be <br />~nade pursuant to the foregoing provisions of this section <br />~qithin three months after a vacancy shall have occurred, the <br />~iolder of any Refunded Bond may apply to any court of <br />~competent jurisdiction to appoint a successor Escrow Agent. <br />ISuch court may thereupon, after such notice, if any, as it <br />Oay deem proper, prescribe and appoint a successor Escrow <br />LP,gent. <br />Any successor Escrow Aqent shall be a corporation or <br />~association organized and doing business under the laws of <br />the United States or the State of Texas, authorized under <br />isuch laws to exercise corporate trust powers, having its <br />rincipal office and place of business in the State of <br />Texas, having a combined capital and surplus of at least <br />1$5,000,000 and subject to the supervision or examination by <br />jFederal or State authority. <br />Any successor Escrow Agent shall execute, acknowledge <br />;and deliver to the Issuer and the Escrow Agent an instrument <br />iaccepting such appointment hereunder, and the Escrow Agent <br />Ishall execute and deliver an instrument transferring to such <br />isuccessor Escrow Agent, subject to the terms of this Agree- <br />iment, all the rights, powers and trusts of the Escrow Agent <br />fhereunder. Upon the request of any such successor Escrow <br />lAgent, the Issuer shall execute any and all instruments in <br />iwriting for more fully and certainly vesting in and confirm- <br />ling to such successor Escrow Agent all such rights, powers <br />~and duties. The Escrow Agent shall pay over to its succes- <br />~sor Escrow Agent a proportional part of the Escrow Agent's <br />;fee hereunder. <br />ARTICLE VII <br />MISCELLANEOUS <br />Section 7.01. Notice. Any notice, authorization, <br />request, or demand required or permitted to be given here- <br />under shall be in writing and shall be deemed to have been <br />duly given when mailed by registered or certified mail, <br />postage prepaid addressed as follows: <br />To the Escrow Agent: <br />InterFirst Bank Dallas, N.A., <br />P.O. Box 83655 <br />Dallas, Texas 75283 <br />Attention: Corporate Trust Department <br />To the Issuer: <br />City of Paris <br />P.O. Box 1037 <br />Paris, Texas 75460 <br />Attention: City Manager <br />The United States Post Office registered or certified <br />mail receipt showing delivery of the aforesaid shall be <br />conclusive evidence of the date and fact of delivery. Any <br />party hereto may change the address to which notices are to <br />8 <br />