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"Noncallable Prior Bonds "), are not callable, but the payment of the Noncallable Prior Bonds on <br />December 15, 2012, December 15, 2013 and December 15, 2014, respectively, is also consistent <br />with covenants made with the holders of the Noncallable Prior Bonds. <br />3. Escrow Agreement. The Noncallable Prior Bonds shall be paid and the Callable <br />Prior Bonds shall be redeemed and prepaid in accordance with the terms and conditions set forth <br />in the Escrow Agreement, dated as of June 7, 2012 (the "Escrow Agreement ") by and between <br />the City, the Authority and U.S. Bank National Association (the "Escrow Agent "), in <br />substantially the form submitted to the Board of Commissioners. The terms and conditions of <br />the Escrow Agreement are hereby approved and incorporated herein by reference. The Authority <br />hereby approves the execution by the President and Secretary on behalf of the Authority of the <br />Escrow Agreement. <br />4. Prepayment of Purchase Option Price. As provided in Section 4.6 of the Lease <br />Agreement between the City and the EDA, dated as of June 1, 2005 (the "Lease ") to prepay the <br />Purchase Option Price (as defined in the Lease), the Authority hereby determines and declares <br />that upon the issuance of the Bonds and the funding of the Escrow Deposit as provided in the <br />Escrow Agreement, the Lease, and the Ground Lease shall be terminated and the Authority shall <br />have no further right, title or interest in and to the Facilities. <br />5. Severability. If any section, paragraph or provision of this resolution shall be held <br />to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, <br />paragraph or provision shall not affect any of the remaining provisions of this resolution. <br />6. Headings. Headings in this resolution are included for convenience of reference <br />only and are not a part hereof, and shall not limit or define the meaning of any provision hereof, <br />The motion for the adoption of the foregoing resolution was duly seconded by member <br />and, after a full discussion thereof and upon a vote being taken thereon, the <br />following voted in favor thereof: <br />and the following voted against the same: <br />Whereupon the resolution was declared duly passed and adopted. <br />454655Ivi <br />