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ESCROW AGREEMENT
<br /> This ESCROW A6REEMENT (the "Escrow Agreement"), datetl as of MAY 18TFi , 20 16 , antl enleretl into among
<br /> DE LAGE LANDEN PUBLIC FINANCE LLC a DE limiled liabilit com an
<br /> y p y ("Lessor").
<br /> CITY OF DECATUR,ILLINOIS ,a public body corporate and politic existing under the laws of �� ("Lessee'),
<br /> and UMB Bank,n.a.,a national banking corporation,as escrow agent(`Escrow Agent").
<br /> Name of Acquisition Fund:" GTY OF DECATUR,ILLINOIS °
<br /> Equipment Acquisition Fund Acco�nt No.:
<br /> Amount of Deposit into the Acquisition Fund: 392,016.32
<br /> TERMS AND CONDITIONS
<br /> 1. This Escrow Agreement relates to and is hereby made a part of Equipment Lease Purchase Agreement dated as of �Y 18TH ,pp 16 (the
<br /> "AgreemenY'),between Lessor and Lessee.
<br /> 2. E�ccept as otherwise defined herein,all terms detined in the Agreement shali have the same meaning tor the purposes of this Escrow Agreement as in the Agreement
<br /> 3. Lessor.Lessee and Escrow Agent agree that Escrow Agent will act as sole Escrow Agent under the Agreement and this Escrow Agreement,in accordance with the terms and can-
<br /> ditions set forth in this Escrow Agreement Escrow Agent shall not be deemed to be a party to the Agreement,and this Escrow Agreement shali be deemed to constitute the entire
<br /> agreement between Lessor and Lessee and Escrow Agent.
<br /> 4. There is hereby esta6lished in the custody of Escrow Agent a speciai trust fund designated as set forth above(the"Acquisition Fund")to be held and administered by Escrow
<br /> Aqent in trust for the benefit of Lessor and Lessee in accordance with this Escrow Agreement Lessee hereby grants to Lessor a securiry interest in the cash and negotiable
<br /> instruments from time to time comprising the Acquisition Fund(the"Securiry InteresY'). To the limited eztent required to pe�fect the Security Interest,Lessor hereby appoints
<br /> Escrow Agent as its security agent,and Escrow Agent accepts the appointment as security agent and agreas to hold physical possession of such cash and negotiable instru-
<br /> ments on behaif oi Lessor.
<br /> 5. Lessor shall deposit in the Acquisition Fund the amount specified above. Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent upon writ-
<br /> ten direcUon of an authorized representative of Lessee in Dual'rfied Investments(as hereinafter defined)maturing or subject to redemption at the option of the holder thereof prior
<br /> to the date on which it is expected that such funds will be needed. Escrow Agent may act as purchaser or agent in the making or disposing of any investment. Escrow Agent shall
<br /> have no obligation to invest or reinvest moneys'rf deposited with Escrow Agent after 11:00 a.m.(E.S.T.)on such day of deposit. Instructions received after 11:00 a.m.(E.S.T.)wiil
<br /> be treated as if received on the foilowing business day.Escrow Agent shall have no responsibility tor any investment losses resulting from the imrestment,reinveshnent or liqui-
<br /> dation of(unds held in the Acquisition Fund. Any interest o�other income received on such investment and reinvestment ot such funds shall become part of the Acquisi6on Fund
<br /> and any losses incuRed on such investment and reinvesiment of such funds shall be debited against the Acquisition Fund. If the authorized representative of Lessee does not
<br /> provide the Escrow Agent with written instructions directing the investrnent or reinvestment of s�ch funds,the Escrow Agent may invest such funds in money market funds oi a
<br /> rype described in Section 6(a)(iv)or Section 6(b)(vi)as appropriate untii the Escrow Agent has received appropriate written instructions from the authorized representative. It is
<br /> agreed and understood that the entity serving as Escrow Agent may earn fees associated with the investments described harein in accordance wfth the terms of such invesUnents.
<br /> Notwfthstanding tlie foregoing,Escrow Agent shail have the power to sell or liquidate the foregoing investments wheneve�Escrow Agent shall be required to pay or disburse all
<br /> or any portion of the funds heid hereunder pursuant to the provisions hereof. In no event shall Escrow Agent be deemed an investment manager or adviser in respect of any selec-
<br /> tion of investments hereunder.
<br /> 6. "Qualified Investments"shaB be defined for purposes of this Escrow Agreement as follows:
<br /> (a) For an Agreement not qual'rfied for the arbihage rebate exception for small govemmental units under Section 148(f�(4j(C)of the Code,"�ual�ed Investments"means,to the
<br /> extent the same are at the time legal for inveshnent of the funds being invesied: (i)United States Treasury Bills or Unfted States Treasury Notes traded on an open ma�cet
<br /> or issued directly by the Unfted States at a yield not exceeding %per annum,(ii)United States Treasury Obiigations State and Local Govemment Series time deposft
<br /> securities with a yie�not exceeding °!o per annum,(iii)obligations the interest of which is not includable in the gross income of the owner thereof for federal income
<br /> tax purposes under Section 103 of the Code and which are rated AA or better by Standard&Poor's Corporation or Aa o�better by Moody's Investors Service.Inc.,(iv)shares
<br /> of qual'rfied regulated invesiment companies which distribute exempt interest dividends within the meaning of Section 852 of the Code and which a�e rated AA or better by
<br /> Standard&Poor's Corpo�ation or Aa or better by Moody's Investors Service,Inc.(tax exempt mutual funds),or(v)United States Treasury Obligations State and Locat
<br /> Government Series demand deposit securities.
<br /> (b) For an Agreement qualified for the arbitrage rebate exception for small govemmental unRs under Sec600 148(f)(4)(C)of the Code,"�ualified Investments"means to the
<br /> extent the same are at the time lega)for investment of the funds being invested:(i)direct generai obligations oi the United States oF America;(ii)obligatlons the timely pay-
<br /> ment of the principal of and interest on which is fully and unconditionaly guaranteed by the United States of America; (lii)general obligafions of ihe agencies and inshu-
<br /> mentalfties of the United States of America acceptable to lessor;(iv)certificates of deposit,time deposits or demand deposits wiih any bank or savings institution inciuding
<br /> Escrow Agent or any affiliate thereof,provided that such ce�ificates of deposit,time depos'ds or demand deposits,if not insured by the Federal Oeposft Insurance Corporation
<br /> or the Federal Savings and Loan Insurance Corporation,are fuly secured by obligations described in(i),(ii)or(iii)above;(v)repurchase apreements with any state or nation-
<br /> aI bank or Uust company,including Escrow Agent or any affdiate thereof,that are secured by obligations of the rype described in(i),(ii)or(iii)above,provided that such col-
<br /> lateral is free ar�d clear of claims of third parties and that Escrow Agent or a third party acting solely as agent for Escrow Agent has possession of such collateral and a per-
<br /> fected first securiry interest in such collaterat;or(vi)shares o(money market funds which are registered under ihe Investment Act of 1940,as amended,and which aze rated
<br /> AAA by Standard&Poor's Corporation or Aaa by Moady's Investws Service,Inc.
<br /> 7. Moneys in the Acquisition Fund shall be used to pay for the cost of acquisition of the Equipment listed in ihe Agreement Payment shall be made irom the Acquisition fund for
<br /> the cost of acquisition of part or all oi said Equipment listed in the Agreement upon presentation to Escrow Agent of one or more properly executed Payment Request and
<br /> Acceptance Cert'rficates,a form of which is attached as Exhibit A,executed by Lessee and approved far payment by Lessor,together with an invoice for the cost of the acquisition
<br /> of said Equipment tor which payment is requested and a written approval by Lessor of the Vendor be paid.
<br /> 8. The Acquisition fund shall terminate upon the occuRence ot the earlier of(a)the presentation of a proper Payment Request and Acceptance Certiticate,with the portion thereof
<br /> designated"Fnal Acceptance Certificate",property executed by Lessee,or(b)the presentation of written notifica6on by Lessor,or,if Lessor shall have assigned its interest under
<br /> the Agreement,then the assignees or subassignees of all of Lessor's interest under the Agreement or an Agent on their behalf,that an Event of Default has occurred or that Lessee
<br /> has terminated the Agreement pursuant to Section 3.04 of the Agreement Upon termination as described in clause(a)of this paragraph,any amount remaining in the Acquisition
<br /> Fund shall be used to prepay the principal component of Rental Payments unless Lessor directs that payment of such amount be made in such other manner directed b Lessor
<br /> that,in the opinion of nationally recogn¢ed counsel in the area of ta�c exempt municipa�obligations satisfactory to Lessor,vrill not adversey affect the exclusion of e in est
<br /> components of Rental Payments from gross income for federal income tax purposes. If arry such amount is used to prepay principal,the 6chibit A of Rental Paymen r-
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