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any uninvested money then held in the Escrow Fund, the Escrow Agent shall apply such <br />amounts, as follows: <br />(a) On each interest payment date for the Prior Bonds to and including the <br />Redemption Date, the Escrow Agent shall pay interest on the Prior Bonds in accordance with the <br />terms of the Prior Indenture. <br />(b) On each principal payment date for the Prior Bonds to and including the <br />Redemption Date, the Escrow Agent shall pay the principal of the Prior Bonds in accordance <br />with the terms of the Prior Indenture. <br />(c) On the Redemption Date, the Escrow Agent shall pay the Redemption <br />Price in accordance with the terms of the Prior Indenture. <br />To the extent that the amount on deposit in the Escrow Fund on the Redemption Date is <br />in excess of the amount necessary to make the required payments with respect to the Prior <br />Bonds, as shown in the then applicable escrow verification of the nationally recognized firm of <br />independent certified public accountants, such excess shall be transferred to the Trustee for <br />deposit in the Interest Account established under the Indenture. <br />Section 5. Irrevocable Instructions to Mail Notices. The City hereby irrevocably <br />designates the Prior Bonds for prior redemption on the Redemption Date as indicated in Section <br />4 hereof and hereby irrevocably instructs the Escrow Agent to give, in accordance with Section <br />3.02 of the Prior Indenture, mailed notice of redemption of the Prior Bonds. <br />Section 6. Performance of Duties. The Escrow Agent agrees to perform the duties <br />set forth herein and agrees that the irrevocable instructions to the Escrow Agent herein provided <br />are in a form satisfactory to it. <br />Section 7. Escrow Agent's Authority to Make Investments. The Escrow Agent <br />shall have no power or duty to invest any funds held under this Escrow Agreement except as <br />provided in Section 3 hereof. The Escrow Agent shall have no power or duty to transfer or <br />otherwise dispose of the moneys held hereunder except as provided in this Escrow Agreement. <br />Section 8. Indemnity. To the extent permitted by law, the City hereby assumes <br />liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are <br />consummated) to indemnify, protect, save and keep harmless the Escrow Agent and its <br />respective successors, assigns, agents, employees and servants, from and against any and all <br />liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and <br />disbursements (including reasonable legal fees, expenses and disbursements) of whatsoever kind <br />and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any <br />time (whether or not also indemnified against the same by the City or any other person under any <br />other agreement or instrument, but without double indemnity) in any way relating to or arising <br />out of the execution, delivery and performance of this Escrow Agreement, the establishment <br />hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the <br />purchase of any securities to be purchased pursuant thereto, the retention of such securities or the <br />proceeds thereof and any payment, transfer or other application of moneys or securities by the <br />Escrow Agent in accordance with the provisions of this Escrow Agreement; provided, however, ro <br />55394.00011 \8752525.2 0A 4129 <br />