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Section 4. Deposit into Escrow Fund, Investment of Amounts. Concurrently with delivery of the Bonds, the City and the Authority shall cause to be transferred to the Escrow Agent for deposit into the Escrow Fund the amount of $ in immediately available funds. All amounts deposited to the Escrow Fund shall be held as cash uninvested. Section 5. Instructions as to Application of Deposit; Authority Retains Right of Optional Redemption. The City and the Authority hereby irrevocably direct and instruct the Escrow Agent to apply cash and securities held in the Escrow Fund to transfer to the Prior Trustee to pay the remaining Prior Installment Payments relating to the 2007 Agreement in full on , 2019 at a prepayment price of 100% of the principal amount hereof. For such purpose of call and prepayment prior to maturity of the 2007 Certificates, the City and the Authority have previously instructed the Escrow Agent to give notice of prepayment of the 2007 Certificates, and such notice of prepayment has been given timely for prepayment of the 2007 Certificates on , 2019, in accordance with the applicable provisions of the 2007 Trust Agreement. Any funds remaining in the Escrow Fund after 2019, shall be delivered to the City. Section 6. Application of Certain Terms of 2007 Trust Agreement. All of the terms of the 2007 Trust Agreement relating to the making of payments of principal and interest with respect to the 2007 Certificates are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the 2007 Trust Agreement relating to the limitations from liability and protections afforded the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Agent hereunder. Section 7. Compensation to Escrow Agent. The City shall pay the Escrow Agent full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses relating to the purchase of any Federal Securities after the date hereof, pursuant to a separate agreement between the City and the Escrow Agent. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. Section 8. Liabilities and Obligations of Escrow Agent. The Escrow Agent shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the City shall have deposited sufficient funds with the Escrow Agent to satisfy such obligation. The Escrow Agent may rely and shall be protected in acting upon the written instructions of the City or its agents relating to any matter or action as Escrow Agent under this Escrow Agreement. The Escrow Agent undertakes such duties as specifically set forth herein and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The City hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and hold harmless the Escrow Agent and its respective successors, assigns, agents and servants from and 55394.00055\32329256.4 5 5Q _7 3