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"Designated Officials" means the Mayor, the City Manager of the City and the Director <br /> of Finance of the City, acting together. <br /> "Escrow Agent" means the escrow agent for the Refunded Bonds, which shall be a bank <br /> or trust company with a corporate trust office located in the State of Illinois or Indiana(as set forth <br /> in the Escrow Agreement),or a successor thereto or a successor designated as Escrow Agent under <br /> the Escrow Agreement. <br /> "Escrow Agreement"means the agreement by and between the City and the Escrow Agent <br /> as authorized in Section 15 hereof and set forth as Exhibit A. <br /> "Mayor"means the Mayor of the City. <br /> "Paying Agent" means the paying agent for the Bonds, which shall be a bank or trust <br /> company with a corporate trust office located in the State of Illinois or Indiana(as set forth in the <br /> Bond Notification), or a successor thereto or a successor designated as Paying Agent hereunder. <br /> "Pledged Taxes" means the taxes levied on the taxable property within the City to pay <br /> principal of and interest on the Bonds as made in Section 12 hereof. <br /> "Purchaser"means(a)in a negotiated underwriting, Robert W. Baird&Co. Incorporated <br /> (`Baird"),or(b) in a private placement,(i) a bank or financial institution authorized to do business <br /> in the State of Illinois,(ii) a"governmental unit"as defined in the Local Government Debt Reform <br /> Act of the State of Illinois, as amended, or(iii) an "accredited investor"as defined in Rule 501 of <br /> Regulation D as promulgated under the Securities Act of 1933, as amended;provided, however, <br /> that the Purchaser as set forth in (b) shall be selected only upon receipt by the City of the <br /> recommendation of Speer Financial, Inc., Chicago, Illinois("Speer"),the municipal advisor to the <br /> City that the sale of the Bonds on a negotiated or private placement basis to the Purchaser is in the <br /> best interests of the City because of(i) the pricing of the Bonds by the Purchaser, (ii) then current <br /> market conditions or (iii) the timing of the sale of the Bonds, and further provided, that the <br /> -6- <br />