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SECOND DRAFT - November 23, 1992 <br />WHEREAS, The County and the Escrow Agent desire to enter into this <br />Agreement so that, simultaneously with the delivery of the Series 1992 Bonds to <br />the purchasers thereof, the Refunded Series 1985 Bonds and the Series 1987 Bonds <br />no longer shall be deemed to be outstanding for the purposes of the covenants of <br />the Master Bond Resolution; and <br />WHEREAS, The Master Bond Resolution provides, inter alia, that if at <br />any time the County shall have made provision for payment of the principal, <br />interest and redemption premiums, if any, with respect to all of the Bonds (as <br />that term is defined therein), or the Bonds (as so defined) of any series or <br />portion of a series or any maturity or portion of a maturity of a series, then <br />and in that event the pledge of and lien on the Sales Tax and Investment Income, <br />as those capitalized phrases are defined therein, in favor of the holders of such <br />Bonds shall no longer be in effect and, furthermore, provides that the deposit <br />of Federal Securities (as defined therein) in irrevocable trust with a banking <br />institution or trust company, for the sole benefit of the holders of such Bonds, <br />in respect to which Federal Securities the principal and interest to be received <br />will be sufficient to make timely payment of the principal, interest and <br />redemption premiums, if any, on such Bonds, shall be considered "provision for <br />payment"; and <br />WHEREAS, The County shall deposit or cause to be deposited with the <br />Escrow Agent, as escrow agent under this Agreement, in trust, certain funds that <br />shall be invested immediately in such "Federal Securities", more specifically in <br />- 5 - <br />