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3 <br />12. The City and the Authority wish to appoint the Escrow Agent for the purpose of <br />establishing an irrevocable escrow fund to be funded, invested, held and administered for the <br />purpose of providing for the payment in full of the 2013 Installment Payments and the payment <br />in full of the principal of and interest and premium (if any) on the outstanding 2013 Bonds, and <br />to provide certain directions to the 2013 Trustee with respect to the 2013 Bonds. <br /> <br />13. As a result of the deposit and investment of funds in accordance with this <br />Agreement, the 2013 Installment Payments will be secured by a security deposit under Section <br />6.03 of the 2013 Installment Purchase Contract, and the 2013 Bonds will be discharged and <br />defeased in accordance with the provisions of Article IX of the 2013 Indenture. The Escrow <br />Fund established hereunder constitutes the Redemption Account established under the 2013 <br />Indenture. <br /> <br /> <br />AGREEMENT: <br /> <br />In consideration of the premises and the material covenants contained herein, the City, <br />the Authority and U.S. Bank Trust Company, National Association, as Escrow Agent and 2013 <br />Trustee, hereby agree as follows: <br /> <br />SECTION 1. Appointment of Escrow Agent; Establishment of Escrow Fund. The City <br />and the Authority hereby appoint the Escrow Agent to act as escrow agent for purposes of <br />administering the funds required to (a) establish a security deposit for and prepay the 2013 <br />Installment Payments in accordance with the 2013 Installment Purchase Contract and (b) <br />defease and redeem the 2013 Bonds in accordance with the 2013 Indenture. <br /> <br />The Escrow Agent is directed to establish an escrow fund (the “Escrow Fund”) to be <br />held by the Escrow Agent in trust as an irrevocable escrow securing the payment of the 2013 <br />Installment Payments and the 2013 Bonds as set forth below. All cash and securities in the <br />Escrow Fund are hereby irrevocably pledged as a special fund for the payment of the 2013 <br />Installment Payments in accordance with the 2013 Installment Purchase Contract and the <br />payment of the principal of and interest and premium (if any) on the 2013 Bonds in accordance <br />with the 2013 Indenture. <br /> <br />If at any time the Escrow Agent receives actual knowledge that the cash and securities <br />in the Escrow Fund will not be sufficient to make any payment required by Section 4 in respect <br />of the 2013 Bonds, the Escrow Agent shall notify the City of such fact and the City shall <br />immediately cure such deficiency from any source of legally available funds. The Escrow Agent <br />has no liability for any such insufficiency. <br /> <br />SECTION 2. Deposit and Investment of Amounts in Escrow Fund. On _____, 2024 (the <br />“Closing Date”), the Authority, pursuant to the Refunding Bonds Indenture, will cause to be <br />transferred to the Escrow Agent for deposit into the Escrow Fund the amount of $_______ in <br />immediately available funds, to be derived from the proceeds of the Refunding Bonds. <br /> <br />In addition, the Authority hereby directs the 2013 Trustee to transfer to the Escrow Agent <br />for deposit into the Escrow Fund the amount of $________ to be derived from moneys in the <br />Bond Fund established and held by the 2013 Trustee under the 2013 Indenture. <br /> <br />On the Closing Date, the Escrow Agent shall invest $________ of the amounts <br />deposited in the Escrow Fund in the federal securities listed on Exhibit A; the federal securities <br />8.A. - Page 243 of 255 <br />871