SA-3 - RESO TAX ALLOCATION BOND - Laserfiche WebLink

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NOW, THEREFORE, the Agency and the Escrow Agent hereby agree as follows: Section 1. Establishment, Funding and Maintenance of Refunding Escrow. (a) Pursuant to the 2018 Indenture, the Agency has caused the 2018 Trustee to transfer to the Escrow Agent the sum of $ derived from the proceeds of the Refunding Bonds and other funds of the Agency. The Escrow Agent hereby accepts and acknowledges receipt of $ to secure the payment of the Redemption Price of the Series 2011 Bonds. The Escrow Agent agrees to establish and maintain until the Redemption Price of the Series 2011 Bonds has been paid in full a fund designated as the "Refunding Escrow," and to hold the moneys therein at all times as a special and separate trust fund (wholly segregated from all other securities, investments or moneys on deposit with the Escrow Agent). All moneys in the Refunding Escrow are hereby irrevocably pledged to secure the payment of the Redemption Price of the Series 2011 Bonds. (b) The Agency hereby directs the Escrow Agent to purchase on , 2018, and to accept in the name of the Escrow Agent for the account of the Refunding Escrow, the $ principal amount escrow security specified among the permitted Investment Securities listed on Schedule I hereto. The Escrow Agent is directed to use the amount on deposit in the Refunding Escrow to make such purchase at the then applicable purchase price, at a discount or premium, and to hold the balance on deposit in the account of the Refunding Escrow not applied to the cost of such treasury bill uninvested, pledged as described in Section 1(a) hereof. (c) Upon the written direction of the Agency, but subject to the conditions and limitations herein set forth, the Escrow Agent shall purchase substitute Investment Securities with the proceeds derived from the sale, transfer, redemption or other disposition of Investment Securities then on deposit in the Refunding Escrow in accordance with the provisions of this Section 1(c); provided that such substituted Investment Securities shall be limited to the investment securities as set forth in EXHIBIT A attached hereto. Such sale, transfer, redemption or other disposition of such Investment Securities then on deposit in the Refunding Escrow and substitution of other Investment Securities of the Agency are permitted hereunder but only by a simultaneous transaction and only if: (i) a nationally recognized firm of Independent Certified Public Accountants (the "Independent Certified Public Accountants") or such other qualified firm selected by the Agency shall certify that (A) the Investment Securities to be substituted, together with the Investment Securities which will continue to be held in the Refunding Escrow, will mature in such principal amounts and earn interest in such amounts and, in each case, at such times so that sufficient moneys will be available from maturing principal and interest on such Investment Securities held in the Refunding Escrow together with any uninvested moneys, to make all payments required by Section 2 hereof which have not previously been made, and (B) the amounts and dates of the anticipated payments by the Escrow Agent of the Redemption Price will not be diminished or postponed thereby; and (ii) the Escrow Agent shall receive an opinion of nationally recognized bond counsel to the effect that the sale, transfer, redemption or other disposition and substitution of Investment Securities will not adversely affect the exclusion of interest on the Series 2018 Bonds or the Series 2011 Bonds from gross income for federal income tax purposes. (d) Upon the written direction of the Agency, but subject to the conditions and limitations herein set forth, the Escrow Agent will apply any moneys received from the maturing principal of or interest or other investment income on any Investment Securities held in the Refunding Escrow, or the proceeds from any sale, transfer, redemption or other disposition of Investment Securities pursuant to Section 1(b) not required for the purposes of said Section, as follows: (i) to the extent such moneys will not be required at any time for the purpose of making a payment required by Section 2 hereof, as shall be certified to the Escrow Agent by a 4142-5877-7620.1 SA -3-129