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

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Section 10. On or before January 1 of each year, commencing January I, 2014, the Escrow Agent shall submit to the Borrower a report covering all money it shall have received and all payments it shall have made or caused to be made pursuant to this Escrow Agreement during the preceding twelve months. Such report shall also list all obligations held in the Escrow Fund and the amount of money contained therein as of the date of the report. Section 11. It is recognized that neither the Issuer nor the Borrower have title to, nor any other proprietary interest in, the Escrow Securities and moneys held in the Escrow Fund. It is further recognized that title to the Escrow Securities and moneys held in the Escrow Fund from time to time shall always be subject to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made by the provisions of this Escrow Agreement. The Escrow Agent shall hold all such money and obligations in a special trust account separate and apart from al] other funds and securities of the Escrow Agent as provided in this Escrow Agreement, and shall never commingle such money or securities with any other money or securities. For purposes of the foregoing sentence, it shall be sufficient, as to funds and securities held at the Chicago Federal Reserve Bank, for the Escrow Agent to earmark the same and segregate them on its books and records. It is understood and agreed that the responsibility of the Escrow Agent under this Escrow Agreement, with respect to such funds held in the Escrow Fund, is limited to the safekeeping and segregation of the money and securities deposited in the Escrow Fund, the collection of and accounting for the principal and interest payable with respect thereto, the application of money in the Escrow Fund as herein provided and Investment Action under Section 12 hereof. Section 12. The Escrow Agent, shall liquidate andlor reinvest proceeds of Escrow Securities in direct non -callable United States obligations or non -callable obligations unconditionally guaranteed by the United States government (collectively, "Investment Action"), upon receipt by the Escrow Agent of each of the following: (i) an opinion of Bond Counsel to the effect that the Investment Action (A) will not cause the interest on the Refunding Bonds or the Prior 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 Code, and Treasury Regulations thereunder, or prohibited advance refunding bonds under Section 149(d) of the Code and the Treasury Regulations thereunder; and (C) will not materially adversely affect the legal rights of the holders of the Prior Bonds; and (ii) an opinion of a firm of independent certified public accountants acceptable to the Escrow Agent to the effect that after the Investment Action the Escrow Securities and the funds available or to be available for payment of the Prior Bonds and interest thereon will remain sufficient to pay when due or called for redemption, as the case may be, all principal of and interest on the Prior Bonds; provided that no such opinions shall be required with respect to the reinvestment of receipts from Escrow Securities so long as the new investments mature on or before the next succeeding interest payment date on the Prior Bonds. 4 56O1159v1