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ii. By  twelve  (12)  months  following  receipt  of  the
                                                 proceeds, forty-five percent (45%) of the proceeds
                                                 (together  with  any  amounts  received  from
                                                 investments thereof) must have been spent on the
                                                 designated projects.

                                              iii. By eighteen (18) months following receipt of the
                                                 proceeds, seventy-five percent (75%) of the proceeds
                                                 (together with any amounts received from
                                                 investments thereof)  must have been spent on the
                                                 designated projects.

                                              iv. By twenty-four (24) months following receipt of the
                                                 proceeds, one hundred percent (100%) of the
                                                 proceeds (together with any amounts received from
                                                 investments thereof) must have been spent on the
                                                 designated projects.

                         D. Monitor  the  yield  on  the  investments  purchased  with  proceeds  of  the
                           Obligations to ensure the yield of such investments is restricted to the yield
                           on the Obligations after three years of the Issue Date;

                         E. Monitor the  investment  of  all amounts deposited into a sinking fund  or
                           funds pledged (directly or indirectly) to the payment  of  the Obligations, such
                           as  the  interest  and  sinking  fund  or  debt  service  fund,  to  assure  that  the
                           maximum amount invested within such applicable fund at a yield  higher
                           than the yield on the  Obligations  does  not  exceed  an  amount  equal   to
                           the debt service on  the  Obligations  in  the  succeeding  twelve-month period
                           plus a carryover amount equal to one-twelfth of the principal  and interest
                           payable  on  the  Obligations  for  the  immediately  preceding  twelve-month
                           period;  and

                         F. The Responsible Person will ensure that funds transferred to a debt service
                            fund are expended within thirteen months from the date of transfer.

                         G. Ensure  no  more  than  50%  of  the  Obligation  proceeds  are  invested  in  an
                            investment with a guaranteed yield for four years or more.

                   VIII. Procedures Applicable to Obligations with a Debt Service Reserve Fund

                         If the Issuer issues Obligations that are secured  by  a  debt  service  reserve fund,
                         the Responsible Person will assure that the maximum amount of  any reserve
                         fund  for  the  Obligations  invested  at  a  yield  higher  than  the  yield  on  the
                         Obligations will not exceed the lesser of (1) 10% of the principal amount of  the
                         Obligations,  (2)  125%  of  the  average annual  debt  service  on the  Obligations
                         measured as of the Issue Date, or (3) 100% of the  maximum  annual  debt service




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