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(collectively the "Assignment Agreements. "), whereby the Assignees will make a payment of $ to or to the order of the City; WHEREAS, the City wishes to make such a deposit with the Escrow Bank and to enter into this Escrow Deposit and Trust Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Deposit and Trust Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein set forth, the parties hereto do hereby agree as follows: Section 1. Discharge of 1998 Certificates. The City hereby irrevocably elects to pay and discharge all indebtedness payable by the City under the 1998 Trust Agreement and the 1998 Lease Agreement. Section 2. Appointment of Escrow Bank The City hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Deposit and Trust Agreement and in accordance with the terms and provisions of this Escrow Deposit and Trust Agreement, and the Escrow Bank hereby accepts such appointment. Section 3. Establishment of Escrow Fund. There is hereby created by the City with, and to be held by, the Escrow Bank, as security for the payment of the 1998 Lease Payments as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the City and for the benefit of the owners of the 1998 Certificates, said escrow to be designated the "Escrow Fund." All moneys deposited in the Escrow Fund shall be held as a special fund for the redemption of the 1998 Certificates in accordance with the provisions of the 1998 Trust Agreement. The City hereby irrevocably instructs the Escrow Bank, and the Escrow Bank hereby agrees, to use the moneys on deposit in the Escrow Fund to pay the principal and interest with respect to the 1998 Certificates in accordance with the instructions set forth in Section 6 hereof. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 6 hereof, the Escrow Bank shall immediately notify the City of such fact and the City shall immediately cure such deficiency. The Escrow Bank shall have no liability for such deficiency. Section 4. Deposit into Escrow Fund. (a) The City shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ in immediately available funds, derived as follows: (i) $ from amounts paid by the Assignees pursuant to the Assignment Agreements (ii) $ from the lease payment fund held by the 1998 Trustee with respect to the 1998 Certificates (the "1998 Lease Payment Fund "). (b) The Escrow Agent shall hold all amounts deposited in the Escrow Fund in cash, uninvested. The moneys held by the Escrow Agent in the Escrow Fund shall be used solely for the purposes set forth herein. (c) The Escrow Agent may rely upon the conclusion of , as contained in its opinion and accompanying schedules (the "Report ") dated June 12, 2014, that the cash on -2- 4 -147