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<br />without any physical delivery thereof, any filing, or further act.
<br />(b) Superior Liens Prohibited, The Town shall not pledge or create any
<br />other lien on the revenues and moneys pledged pursuant to paragraph (a) of this
<br />section that is superior to. the pledge thereof or lien thereon pursuant to such
<br />paragraph,
<br />
<br />WHEREAS, Section 18 of lhe Ordinance 622 provides "[i]f Bond Counsel is unable to
<br />detennine that the lien of the CWCB Loan on the Net Revenue is on a parity with the lien of the
<br />Bonds as provided in the Section hereof entitled "Pledge and Lien for Payment of Bonds", the
<br />officers and employees of the Town are hereby authorized to take all actions necessary to cause
<br />the temporary or irrevocable defeasance of the CWCB Loan, including but not limited to the
<br />escrow of legally available moneys, which shall be applied as a supplemental appropriation of
<br />the Town, sufficient, together with the interest thereon, to pay the principal of, premium if any,
<br />and interest on the CWCB Loan on any prepayment date. Moneys deposited in the escrow
<br />account may be released upon a determination that the lien of the CWCB Loan is not superior to
<br />the lien of the Bonds in compliance with the Section hereof entitled "Pledge and Lien for
<br />Payment of Bonds"."
<br />
<br />WHEREAS, the Town desires to provide for delivery of the 1998 Bonds on the date
<br />hereof and Bond Counsel has been unable to detennine the status of the lien described in Section
<br />18 of Ordinance 622; and
<br />
<br />WHEREAS, the Project Contract provides in Section 6(e) that the Town has the right to
<br />prepay all or any part of the principal of the CWCB Loan, plus accrued interest, at any time
<br />without penalty; and
<br />
<br />WHEREAS,. the To"-'I1 desires to establish an escrow to fully defease the CWCB Loan on
<br />the date hereof until such time as Bond Counsel can determine the status of the lien described in
<br />Section 18 of Ordinance 622;
<br />
<br />,-
<br />
<br />NOW THEREFORE, IT IS AGREED: That in consideration of the mutual covenants
<br />herein contained and other good and valuable consideration duly paid by, or on behalf of, the
<br />Town to the Bank at or before the execution and delivery of this Agreement, the receipt and
<br />sufficiency of which is hereby acknowledged, and in order to secure the payment of the principal
<br />of and interest on the CWCB Loan according to the schedule attached as Exhibit A hereto, the
<br />parties hereto mutually undertake,. promise, and agree for themselves, their respective
<br />representatives, successors, and assigns, as follows:
<br />
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<br />,:: Section 1. The Town deposited with the Bank in a special fund and trust account,
<br />d-esignated as the "The Town of Erie CWCB Loan Defeasance Escrow Account, 1998" (the
<br />~'Escrow Account"), the total amount of $1,550,000, which amount is sufficient to pay in full the
<br />aggregate outstanding principal of and interest accrued on the CWCB Loan on June 1, 1999,
<br />f",hich is the next CWCB Payment Date. Moneys deposited in the Escrow Account may be held
<br />;.l~;cash or in Pennitted Investments (as defined in Ordinance No. 622); provided however, the
<br />:'!Paturity or [mal payment date of any investments shall not extend beyond the date fifteen days
<br />..~por to the following CWCB Payment Date. The Town shall provide the Bank with investment
<br />.;\iAstructions for all moneys deposited into the Escrow Account.
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