RES 94046 - Laserfiche WebLink

ofnmionally recognized bond counsel to the effect that the liens established by the Facility Leases are discharged and the pledge and lien upon the Rental Payments is terminated in accordance with the terms of the Prior Trust Agreements, the Initial Trustee hereby aclmowledges and confirms that as to the Prior Obligations the lien established by the applicable Facility Lease is discharged and the pledge and lien upon the Rental Payments is terminared in accordance with the terms of the Prior Trust Agreements. !.6 Excess Funds to Cily. Upon the written request of the City, the Escrow Agent shall pay over to the City from time to time any funds held by the Escrow Agent in the Escrow Fund as it shall reasonably determine to be in excess of amounts necessary to comply with these Instructions, provided that the Escrow Agent shall not transfer any such funds from the Escrow Fund unless it shall first have received: (i) an unqualified opinion from nationally recognized bond counsel to the effect that such payment to the City would net, in and of itself, (a) cause the Prior Obligations or the Bonds to become arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder in effect at the time of suuh proposed payment or (b) adversely affect the conclusions expressed in the Defeasance Opinion; and (ii) a certificate of the Verification Agent to the effect that such payment would not adversely affect the conclusions expressed in its verification letters dated ,1994 concerning the sufficiency of mounts in the Escrow Fund for purposes of making Rental Payments with respect to the Facility Leases and for purposes of making payments and propayments in respect of the Prior Obligations. II. irrevocability. These Instructions shall be irrevocable and may not be amended or modified unless the Escrow Agent and the Initial Trustee shall have determined that any such amendment or modification will be for the purpose of(A) cunng any ambiguity or omission relating to these Instructions or of curing, correcting or supplementing any defective provision continned heroin; (B) adding to or supplementing the rights of the owners of the Bonds; or (C) severing any portion of these Instructions deemed to be illegal and the Escrow Agent first shall have received: (i) an unqualified opinion from nationally recognized bond counsel to the effect that such amendment or modification would not, in and of itself, (a) cause the Prior Obligattons or the Bonds to become arbitrage bonds within the meaning of Section 148 of the !ntemal Revenue Code of 1986, as amended, and the regulations thereunder in effect at the time of such proposed amendment or modification and (b) adversely affect the conclusions expressed in the Defeasance Opinions; and (ii) a certificate of the Verification Agent to the effect that such modification or amendment would not adversely effect the conclusions expressed in the verification reports rendered by the Verification Agent concerning the sufficiency of amounts in the Escrow Fund for purposes of making Rental Payments with respect to the Facility Leases and for purposes of making payments and propayments in respect of the Prior Obligations. -5-