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and substitution of other Defeasance Securities shall be effected by the Escrow Agent upon the <br />written request of an authorized Authority representative but only by a simultaneous transaction <br />and only upon receipt of (i) certification by a nationally recognized firm of independent certified <br />public accountants that the Defeasance Securities to be substituted, together with the Defeasance <br />Securities which will continue to be held in such Escrow Fund, will mature in such principal <br />amotmts and earn interest in such amotmts and, in each case, at such times so that sufficient <br />moneys will be available from maturing principal and interest on such Defeasance Securities <br />held in such Escrow Fund, together with any uninvested moneys, to make all payments required <br />by Section 4 hereof, which have not previously been made, and (ii) receipt by the Escrow Agent <br />of an opinion of counsel of recognized standing in the field of law relating to municipal bonds to <br />the effect that the sale, transfer, redemption or other disposition and substitution of Defeasance <br />Securities will not adversely affect the exclusion of interest on any Prior Bonds or on any Bonds <br />from gross income for purposes of federal income taxation. <br />(c) Upon the written request of an authorized Authority representative, but <br />subject to the conditions and limitations herein set forth, the Escrow Agent will apply any <br />moneys received from the maturing principal of or interest or other investment income on any <br />Defeasance Securities held in an Escrow Fund, or the proceeds from any sale, transfer, <br />redemption or other disposition of Defeasance Securities pursuant to Section 3(b) not required <br />for the purposes of said Section (i) to the extent such moneys will not be required at any time for <br />the purpose of making a payment required by Section 4 hereof, as certified by a nationally <br />recognized finn of independent certified public accountants delivered to the Escrow Agent, such <br />moneys shall be transferred to the Trustee for deposit in the Interest Account established under <br />the Indenture upon the written request of an authorized Authority representative as received by <br />the Escrow Agent, free and clear of any trust, lien, pledge or assignment securing the Prior <br />Bonds or otherwise existing hereunder, and (ii) to the extent such moneys will be required for <br />such purpose at a later date, shall, to the extent practicable, be invested or reinvested in <br />Defeasance Securities maturing at times and in amounts sufficient, as certified by a nationally <br />recognized firm of independent certified public accountants delivered to the Escrow Agent, to <br />make such payment required by Section 4 hereof. <br />(d) All Defeasance Securities purchased pursuant to this Escrow Agreement <br />shall be deposited in and held for the credit of the Escrow Fund. Except as provided in this <br />Section 3, no moneys or Defeasance Securities deposited with the Escrow Agent pursuant to this <br />Escrow Agreement nor principal of, or interest payments or other investment income on, any <br />such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be <br />held in trust for, the payment of the Prior Bonds as provided by Section 4 hereof. <br />(e) The Owners of the Prior Bonds shall have a first and exclusive lien on the <br />moneys and Defeasance Securities in the Escrow Fund until such moneys and Defeasance <br />Securities are used and applied as provided in this Escrow Agreement. <br />(f) The Escrow Agent shall not be held liable for investment losses resulting <br />from compliance with the provisions of this Escrow Agreement. <br />Section 4. Payment of Prior Bonds. From the maturing principal of the Defeasance <br />Securities held in the Escrow Fund and the investment income and other earnings thereon and <br />80A3128 <br />55394.00011 \8752525.2 <br />