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<br />3 <br />“Closing Date” means the date of initial delivery of the Series 2024 Bonds. <br /> <br />“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of <br />the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations <br />issued on the date of issuance of the Bonds, together with applicable temporary and final <br />regulations promulgated, and applicable official public guidance published, under the Code. <br /> <br />“Continuing Disclosure Certificate” shall mean the certificate by that name, dated as of the <br />Closing Date, from the City on behalf of itself and the Authority. <br /> <br /> <br /> <br />“Delivery Costs” means all items of expense directly or indirectly payable by or <br />reimbursable to the Authority or the City relating to the issuance of the Bonds, including but not <br />limited to filing costs, settlement costs, printing costs, reproduction and binding costs, initial fees <br />and charges of the Trustee and its counsel, financing discounts, insurance premiums and outside <br />legal fees of any bond insurer relating thereto, if any, legal fees and charges, financial and other <br />professional consultant fees, costs of rating agencies for credit ratings, fees for execution, <br />transportation and safekeeping of Bonds and charges and fees in connection with the foregoing. <br /> <br />“Delivery Costs Fund” means the fund of that name established by Section 3.02 hereof. <br /> <br />“Depository” means (a) initially, DTC, and (b) any other qualified securities depository <br />acting as Depository pursuant to Section 2.11 hereof. <br /> <br />“Depository System Participant” means any participant in the Depository’s book entry <br />system. <br /> <br />“DTC” means the Depository Trust Company, New York, New York, and its successors <br />and assigns. <br /> <br />“Escrow Agent” means U.S. Bank Trust Company, National Association, as escrow agent <br />under the 2013 Indenture <br /> <br />“Escrow Agreement” means that certain Escrow Deposit and Trust Agreement, dated <br />_____, 2024, by and between the Authority and the Escrow Agent. <br /> <br />“Escrow Fund” means the fund of that name established and maintained by the Escrow <br />Agent under the Escrow Agreement. <br /> <br />“Event of Default” means an event of default described in Section 6.01 hereof. <br /> <br />“Fair Market Value” means the price at which a willing buyer would purchase the <br />investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date <br />the contract to purchase or sell the investment becomes binding) if the investment is traded on <br />an established securities market (within the meaning of section 1273 of the Code) and, otherwise, <br />the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction <br />(as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance <br />with applicable regulations under the Code, (ii) the investment is an agreement with specifically <br />negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for <br />example, a guaranteed investment contract, a forward supply contract or other investment <br />8.A. - Page 123 of 255 <br />751