THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A (8).

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(c) The Escrow Agent may rely upon the conclusion of Grant Thornton ELF, as contained in its opinion and accompanying schedules (the "Report ") dated June 18, 2014, that the cash on deposit in the Escrow Fund, will be sufficient to redeem the outstanding 1998 Certificates in full on July 7, 2014, at 100% of the principal amount thereof, together with accrued interest to such date, without premium. (d) The Escrow Agent shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Deposit and Trust Agreement. (e) Any money left on deposit in the Escrow Fund after payment in full of the 1998 Certificates, and the payment of all amounts due to the Escrow Agent hereunder, shall be paid to the City. Section 5. Application of 1998 Funds. On the date of deposit of amounts paid by the Assignees in the Escrow Fund pursuant to Section 4, the Escrow Bank, as 1998 Trustee, is hereby directed to transfer all moneys in the 1998 Lease Payment Fund ($188,352.50) to the Escrow Bank for deposit in the Escrow Fund. Section 6. Instnutions as to Application of Deposit. The moneys deposited in the Escrow Fund pursuant to Section 4 shall be applied by the Escrow Agent for the purpose of paying interest with respect to the 1998 Certificates on July 1, 2014, and of redeeming the outstanding 1998 Certificates in full on July 7, 2014, at 100% of the principal amount thereof, together with accrued interest to such date, without premium, as set forth in Exhibit A attached hereto and by this reference incorporated herein. The City has previously requested that the Escrow Bank, in its capacity as 1998 Trustee, and the Escrow Bank, as 1998 Trustee, has agreed, to give timely notice of the redemption of the 1998 Certificates to occur on July 7, 2014. Section 7. Compensation to Escrow Bank. The City shall pay the Escrow Bank full compensation for its duties under this Escrow Deposit and Trust Agreement, including out -of- pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Deposit and Trust Agreement unless the City shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the City or its agents relating to any matter or action as Escrow Bank under this Escrow Deposit and Trust Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Deposit and Trust Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the uninvested moneys held hereunder to accomplish the purposes set forth herein, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Deposit and Trust Agreement or by reason of any non - negligent act, non - negligent omission or non - negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the City, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the uninvested moneys to accomplish the purposes set forth herein or to the validity of this Escrow -3-