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Section 1. Definitions. Unless otherwise defined herein, capitalized terms used <br />herein shall have the meanings ascribed to such terms in the Prior Indenture or, if no meanings <br />are ascribed thereto in the Prior Indenture, such terms shall have the meanings ascribed thereto in <br />the 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 <br />Agent shall keep separate and apart from all other funds of the Authority, the City and the <br />Escrow Agent and to be 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 <br />deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the <br />aggregate principal amount of defeasance securities permitted by Section 12.01 of the Prior <br />Indenture ( "Defeasance Securities ") set forth in Exhibit A hereto (the "Exhibit A Securities "), <br />which principal, together with all interest due or to become due on such Exhibit A Securities, and <br />any uninvested cash held by the Escrow Agent in the Escrow Fund, will be sufficient to make the <br />payments required by Section 4 hereof. <br />Section 3. Use and Investment of Moneys. (a) The Escrow Agent hereby <br />acknowledges deposit of the moneys described in Section 2(b) and agrees to invest $ <br />of such moneys in the Exhibit A Securities upon receipt of certification by a nationally <br />recognized firm of independent certified public accountants that the Exhibit A Securities will <br />mature in such principal amounts and earn interest in such amounts and, in each case, at such <br />times, so that sufficient moneys will be available from maturing principal and interest on the <br />Exhibit A Securities, together with any uninvested moneys then held by the Escrow Agent in the <br />Escrow Fund, to make all payments required by Section 4 hereof. Except as provided in Section <br />3(b) or Section 3(c), the balance of the moneys described in Section 2 shall be held uninvested in <br />the Escrow Fund. <br />(b) Upon the written request of an authorized Authority representative, but <br />subject to the conditions and limitations herein set forth, the Escrow Agent shall purchase <br />substitute Defeasance Securities for the Defeasance Securities then held in an Escrow Fund with <br />the proceeds derived from the sale, transfer, redemption or other disposition of Defeasance <br />Securities then on deposit in such Escrow Fund and any uninvested money then held by the <br />Escrow Agent hereunder in accordance with the provisions of this Section. Such sale, transfer, <br />redemption or other disposition of Defeasance Securities then on deposit in such Escrow Fund <br />55394.00011 \8752525.2 8 0A a 127 <br />