Agda Pkt 2024.08.26 Regular Meeting

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4 listed on Exhibit A are non-callable “Federal Securities” as defined in the 2013 Indenture. The Escrow Agent shall hold the remaining $___ in cash, uninvested. If the Escrow Agent learns that the Department of the Treasury or the Bureau of Fiscal Service will not, for any reason, accept a subscription of state and local government series securities (“SLGS”) that is to be submitted pursuant to this Agreement, the Escrow Agent shall promptly request alternative written investment instructions from the City with respect to funds which were to be invested in SLGS. The City and the Authority shall promptly deliver such instructions, which shall direct investment in non-callable Federal Securities that comply with the requirements of the 2013 Indenture, along with a verification report and defeasance opinion of bond counsel. The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall hold such funds uninvested and without liability for interest until receipt of further written instructions from the City and the Authority. In the absence of investment instructions from the City and the Authority, the Escrow Agent shall not be responsible for the investment of such funds or interest thereon. The Escrow Agent may conclusively rely upon the Authority and the City’s selection of an alternative investment as a determination of the alternative investment's legality and suitability and shall not be liable for any losses related to the alternative investments or for compliance with any yield restriction applicable thereto. SECTION 3. Application of Amounts in Escrow Fund. The Escrow Agent is hereby instructed to withdraw from the Escrow Fund and transfer to the 2013 Trustee an amount required to pay the principal of and interest and prepayment premium (if any) on the 2013 Bonds, in accordance with the schedule attached as Exhibit B hereto, which payment shall also constitute payment of the 2013 Installment Payments. Following the payment and prepayment of the 2013 Installment Payments and the 2013 Bonds in full, the Escrow Agent shall transfer any amounts remaining on deposit in the Escrow Fund to the Trustee for the Refunding Bonds using the wire instructions set forth above, for deposit in the Payment Account established under the Refunding Bonds Indenture, to be applied to pay interest next coming due and payable on the Refunding Bonds. SECTION 4. Irrevocable Election to Prepay 2013 Bonds; Defeasance Notice. The City has irrevocably elected to pay and prepay all of the unpaid 2013 Installment Payments and all of the outstanding 2013 Bonds on the date set forth in Exhibit B, in accordance with the provisions of the 2013 Indenture. The Authority and the City hereby direct the 2013 Trustee to give notice of the prepayment of the 2013 Bonds in accordance with the requirements of the 2013 Indenture, at the expense of the City, using the form set forth in Exhibit C. The Authority and the City further hereby direct the 2013 Trustee to file on the Closing Date the notice attached as Exhibit D on the Municipal Securities Rulemaking Board’s EMMA system. The sole remedy for failure to file such notice on EMMA shall be an action by the City or the holders of the 2013 Bonds in mandamus for specific performance or similar remedy to compel performance. SECTION 5. Compensation to Escrow Agent. The City shall pay the Escrow Agent full compensation for its services under this Agreement, including out-of-pocket costs such as publication costs, prepayment expenses, legal fees and other costs and expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase or withdrawal of any securities after the date hereof. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes. The Escrow Agent 8.A. - Page 244 of 255 872