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Section 1. Definitions. Unless otherwise defined herein, capitalized terms used herein <br />shall have the meanings ascribed to such terms in the Prior Indenture or, if no meanings are <br />ascribed thereto in the Prior Indenture, such terms shall have the meanings ascribed thereto in the <br />Prior Installment Purchase Agreement. <br />Section 2. The Escrow Fund. (a) There is hereby established a fund (the "Escrow <br />Fund") to be held as an irrevocably pledged escrow by the Escrow Agent, which the Escrow Agent <br />shall keep separate and apart from all other funds of the City and the Escrow Agent and to be <br />applied solely as provided in this Escrow Agreement. <br />Pending application as provided in this Escrow Agreement, amounts on deposit in the <br />Escrow Fund are hereby pledged and assigned solely to the payment of (i) the principal of and <br />interest on the Prior Bonds coming due on and prior to the Redemption Date, and (ii) the <br />Redemption Price on the Redemption Date, which amounts shall be held in trust by the Escrow <br />Agent for the Owners of the Prior Bonds. <br />(b) Upon the execution and delivery of the Bonds, the Escrow Agent is hereby <br />directed to deposit in the Escrow Fund $ received from the proceeds of the sale of <br />the Bonds as provided in Section 5.02 of the Indenture, and to transfer $ from the <br />funds and accounts under the Prior Indenture to the Escrow Fund. <br />(c) Upon the deposit of moneys pursuant to Section 2(b), the moneys on deposit <br />in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal <br />amount of defeasance securities permitted by Section 12.01 of the Prior Indenture ("Defeasance <br />Securities") set forth in Exhibit A hereto (the "Exhibit A Securities"), which principal, together <br />with all interest due or to become due on such Exhibit A Securities, and any uninvested cash held <br />by the Escrow Agent in the Escrow Fund, will be sufficient to make the payments required by <br />Section 4 hereof. <br />Section 3. Investment of Moneys. The Escrow Agent shall not invest the moneys <br />deposited in the Escrow Fund and such sum shall be held as cash in the Escrow Fund. The report <br />of the Verification Agent stating that the moneys deposited into the Escrow Fund are calculated to <br />be in an amount sufficient to pay the principal, redemption premium and interest on the Refunded <br />Bonds and to redeem the Refunded Bonds on September 1, 2024. The Escrow Agent shall hold all <br />such moneys in the Escrow Fund, and shall apply the same only for the purposes and in the manner <br />provided in this Escrow Agreement. <br />Section 4. Payment of Prior Bonds. From the maturing principal of the Defeasance <br />Securities held in the Escrow Fund and the investment income and other earnings thereon and any <br />uninvested money then held in the Escrow Fund, the Escrow Agent shall apply such amounts, as <br />follows: <br />(a) On each interest payment date for the Prior Bonds to and including the <br />Redemption Date, the Escrow Agent shall pay interest on the Prior Bonds in accordance with the <br />terms of the Prior Indenture. <br />2 <br />55394.00068\42304978.2 <br />