Agenda - Council - 08/13/2013 - Laserfiche WebLink

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Escrow Fund until paid out, used and applied in accordance with this Escrow Agreement. This Escrow Agreement may, however, be amended for the purpose of: (i) Agreement; curing any ambiguity or formal defect or omission in this Escrow (ii) granting to, or conferring upon, the Escrow Agent for the benefit of the holder or holders of the Prior Bonds any additional rights, remedies, powers or Issuer that may lawfully be granted to, or conferred upon, such holder or holders; (iii) providing additional funds, securities or properties under this Escrow Agreement; or (iv) (but only with the consent of the holders of all Prior Bonds) effecting any other modification of or supplement to this Escrow Agreement; upon submission to the Escrow Agent of each of the following: (a) a certified copy of proceedings of the Issuer approving and authorizing the amendment; (b) an opinion of Bond Counsel to the effect that the amendment (i) will not cause the interest on the Prior Bonds or the Refunding Bonds to become includable in the gross income of the owners thereof for federal income tax purposes; (b) will not violate the covenants in the Indenture relating to the Refunding Bonds not to cause the Prior Bonds or the Refunding Bonds, respectively, to become "arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations thereunder, or prohibited advance refunding bonds under Section 149(d) of the Code and the Treasury Regulations thereunder; and (iii) will not materially adversely affect the legal rights of the holders of the Prior Bonds; and (c) if the amendment affects the Escrow Fund, an opinion of a firm of independent certified public accountants or a firm that is an independent financial accountant acceptable to the Escrow Agent to the effect that after the amendment the Escrow Securities and the funds available or to be available for payment of the Prior Bonds remain sufficient to pay when due on the principal and interest on the Prior Bonds. Section 8. Separate and apart from any funds held by the Escrow Agent pursuant to this Escrow Agreement, the Borrower hereby agrees to pay the reasonable fees and expenses (including reasonable attorneys' fees) of the Escrow Agent for its services hereunder. The Escrow Agent shall have no lien whatsoever upon, and hereby unconditionally and expressly waives any such lien or any claim against any of the monies or Escrow Securities in the Escrow Fund for the payment of said fees and expenses. Section 9. Except as provided herein, no reinvestment of any sums held by the Escrow Agent shall be permitted and any such amounts not needed to pay, when due, the principal of or interest due on the Prior Bonds on or before June 1, 2014, shall be held as cash by the Escrow Agent in the Escrow Fund. 3 56011591.' 1