2014-029 - Approving the Form And Authorizing the Execution of Certain Lease Financing Documents

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cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. If the Escrow Bank learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a SLGS subscription, the Escrow Bank shall promptly request alternative written investment instructions from the City with respect to escrowed funds which were to be invested in the Escrowed Federal Securities. The Escrow Bank shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Bank shall hold funds uninvested and without liability for interest until receipt of further written instructions from the City. In the absence of investment instructions from the City the Escrow Bank shall not be responsible for the investment of such funds or interest thereon. The Escrow Bank may conclusively rely upon the City 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. (c) The Escrow Bank may rely upon the conclusion of , as contained in its rennrt and opinion and accompanying schedules (the "Report "), dated June 12, 2014, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay the principal of and interest on the Defeased 1994 Bonds to maturity. (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Deposit and Trust Agreement. (e) Any money left on deposit in the Escrow Fund after the final maturity of the Defeased 1994 Bonds shall be transferred to the Trustee and applied to the payment of debt service on the Non - Defeased 1994 Bonds. Section 5. Application of 1994 Funds. On the date of deposit of amounts paid by the Assignees pursuant to the Assignment Agreements in the Escrow Fund pursuant to Section 4, the Escrow Bank, as 1994 Trustee, is hereby directed to transfer all moneys in the 1994 Reserve Account ($ ) to the Escrow Bank for deposit in the Escrow Fund. Section 6. Instructions as to Application of Deposit. The moneys deposited in the Escrow Fund pursuant to Section 4 shall be applied by the Escrow Bank for the sole purpose of paying the principal of and interest on the Defeased 1994 Bonds to maturity as set forth in Exhibit C attached hereto and by this reference incorporated herein. Section 7. Investment of Any Remaining Moneys. The Escrow Bank shall invest and reinvest the proceeds received from any of the Escrowed Federal Securities, and the cash originally deposited into the Escrow Fund, for a period ending not later than the next succeeding interest payment date relating to the Defeased 1994 Bonds, in Federal Securities pursuant to written directions of the City; provided, however, that (a) such written directions of the City shall be accompanied by (i) a certification of an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund, together with the cash then on deposit in the Escrow Fund, together with the interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 6 hereof, and (ii) an opinion of nationally recognized bond counsel ( "Bond Counsel ") that investment in accordance with such directions will not affect, for Federal income tax purposes, the exclusion from gross income of interest due with respect to the Defeased 1994 Bonds, and (b) if the City directs such investment or reinvestment to be made in United States Treasury Securities -State and Local Government -3-