Agenda - Economic Development Authority - 05/10/2012

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December 15, 2013 and December 15, 2014, or for the prepayment of the Callable Prior Bonds on the redemption date of December 15, 2014, in accordance with the Notice of Call for .y Redemption attached hereto as Exhibit A. 7. Notice of Redemption. The Escrow Agent shall cause the Notice of Call for Redemption attached hereto as Exhibit A to be given to the paying agent for the Callable Prior Bonds (if other than the Escrow Agent), by first class mail (postage prepaid) not more than sixty and not less than forty -five days before said redemption date and therefor to the registered owner of each Callable Prior Bond at the address shown on the registration books kept by the registrar for the Refunded Bonds; failure to give notice by mail to any registered owner, or any defect therein, will not affect the validity of any proceedings for the redemption of the Refunded Bonds, 8. . Title to Moneys; Trust; Remission of Remaining Moneys. It is recognized that title to the Escrowed Obligations and money held in the Escrow Account from time to time shall remain vested in the City and the EDA, as their interests may appear, but subject always to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made by the provisions of the Indenture and this Escrow Agreement. The Escrow Agent shall hold all such money and obligations in a special trust fund and account (herein the "Escrow Account") separate and wholly segregated from all other funds and securities of the Escrow Agent or deposited with the Escrow Agent, and shall never commingle such money or securities with other money or securities, provided that nothing herein contained shall be construed as requiring the Escrow Agent to keep the identical moneys, or any part thereof, received for the Escrow Account, on hand, but moneys of an equal amount, except to the extent such are investments permitted under this Escrow Agreement, shall always be maintained on hand as funds held by the Escrow Agent as trustee, belonging to the City, and a special account thereof evidencing such fact shall at all times be maintained on the books of the Escrow Agent, together with such investments. In the event of the Escrow Agent's failure to account for any money or obligations held by it in the Escrow Account, such money and obligations shall be and remain the property of the City and the EDA, as their interests may appear, and if for any reason such money or obligations cannot be identified, all other assets of the Escrow Agent shall be impressed with a trust for the amount thereof and the City and the EDA, as their interests may appear, shall be entitled to a preferred claim upon such assets, All moneys remaining in the Escrow Account after payment therefrom of all sums required to be paid under this Agreement shall be promptly remitted to the City. 9. Sale and/or Reinvestment. The Escrow Agent may sell and/or reinvest all or a part of the Escrowed Obligations, or the proceeds thereof in direct, non - callable United States obligations or obligations unconditionally guaranteed by the United States government, or any governmental bond which bears the highest or next highest rating of Moody "s Investor's Services, Standard and Poor's Corporation, or a similarly nationally recognized rating agency, if and only if (a) such sales and/or reinvestment is approved by the City and otherwise permitted by the laws of Minnesota; (b) an opinion of a certified public accounting firm is first obtained to the effect . that such sale and/or reinvestment will not prevent the Escrow Agent from making all of the payments to the paying agent for the Refunded Bonds as required in paragraph 4; and (c) an opinion of nationally recognized bond counsel or tax counsel recognized as having an expertise in the area of tax exempt bonds is first obtained to the effect that such sale and /or reinvestment