RES 94046 - Laserfiche WebLink

Payments with Respect to the 1987 Certificates. A. The Escrow Agent shall transfer to the Initial Trustee in immediate available funds for deposit in the Base Rental Payment Fund created by the 1987 Trust Agreement from the Escrow Fund (i) on April I and October I of each year, commencing October 1, 1994, an mount equal to the 1987 Rental Payment which would have then bean due under the 1987 Facility Lease through and including October 1, and (ii) on October 1, , amounts sufficient to pay the prepayment price, including any prepaymant premium, of all 1987 Certificates representing the City's 1987 Rental Payments payable on or at~er October 1, B. Transfers from the Escrow Fund shall be made only from scheduled payments of principal and interest received by the Escrow Agent with respect to the securities listed on Schedule A herato, and the earnings on any investment of such scheduled payments, Under no circumstances shall the Escrow Agent sell, transfer, liquidate or redunto prior to maturity the securities listed on Sohedule A hareto unless the Escrow Agent shall first have received: (i) an unqualified opinion from nationally recognized bond counsel to the effect that such sale, transfer, liquidation or redemption would not, in and of itself, (a) cause the 1987 Certificates or the Bonds to become arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, 8.s amended, and the regulations thereunder in effect at the time of such proposed sale, transfer, liquidation or redemption or (b) adversely affect the conclusions expressed in the supplemental opinion of such firm rendered to the underwriter of the Bonds to the effect that upon making the deposits into the Escrow Fund the lien and the pledge of the 1987 Fecitity Lease, and the 1987 Certificates were defeased (the "Defeasanee Opinion") and (ii) a certificate of Grant Thornton (the "Verification Agent") to the effect that such sale, transfer, liquidation or redemption would not adversely affect the conclusions expressed in its verification letter dated ,1994, concerning the sufficiency of amounts in the Escrow Fund for purposes of making 1987 Rental Payments with respect to the 1987 Facility Lease and for purposes of making payments and prepaymants in respect of the 1987 Certificates. For purposes of these Instructions, references to "Verification Agent" shall mean the firm of such name, its successor entities, or such other firm of nationally recognized independent certified public accountants, acceptable to the Esernw Agent, as may be selected by the Corporation. Upon any such sale, transfer, liquidation or redemption prior to maturity, the Escrow Agent shall hold and invest moneys therefrom pursuant to Article IV hereof C. The City hereby irrevocably designates the 1987 Certificates maturing on October 1 in the years 1994 through 1999 and 2008 for prior redemption on October 1, __ as indicated in Paragraph A above and hereby irrevocably instructs the Initial Trustee to give the mailed notice of propayment a.s provided in Sections 4.03 of the 1987 Trust Agreement. These instructions constitute the irrevocable instructions to call the 1987 Certificates maturing on October I in the years 1994 through 1999 and 2008 required by Sections 4.03 and 10.01 of the 1987 Trust Agreement. -3-