Agenda - Council - 08/13/2013 - Laserfiche WebLink

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Section 13. The Escrow Agent shall not be responsible for any recital in this Escrow Agreement other than recitals as to the Escrow Agent. As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Escrow Agent shall be entitled to rely upon a certificate signed on behalf of the Bon-ower or Issuer by officers thereof as sufficient evidence of the facts therein contained. The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for negligence on its part in the performance of such duties and obligations as are specifically set forth herein and therein, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. Section 14. This Escrow Agreement shall terminate when all payments required under this Escrow Agreement to be made to the holders of the Prior Bonds have been made in accordance with the provisions of this Escrow Agreement and the Indenture. Any monies held in the Escrow Fund upon termination hereof shall (after deduction for any fees and expenses then owed to the Escrow Agent for its services under the provisions hereof) be transmitted by the Escrow Agent to the Borrower. Section 15. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instruunent. This Escrow Agreement shall be governed by the laws of the State of Minnesota. Section 16. The Issuer acknowledges that regulations of the Comptroller of the Currency grant the Issuer the right to receive brokerage confirmations of the security transactions as they occur. The Issuer specifically waives such notification to the extent permitted by law and will receive periodic cash transaction statements that will detail all investment transactions. Section 17. This Escrow Agreement shall be binding upon and shall inure to the benefit of the Issuer, the Escrow Agent and their respective successors and assigns. In addition, this Escrow Agreement shall constitute a third party beneficiary contract for the benefit of the holders of the Prior Bonds. Such third party beneficiaries shall be entitled to enforce performance and observance by the Issuer and the Escrow Agent of the respective agreements and covenants contained in this Escrow Agreement as fully and completely as if such third party beneficiaries were parties hereto. Any corporation into which the Escrow Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which it shall be a party or any corporation to which it may sell or transfer all or substantially all of its corporate trust business shall be a successor escrow agent without the execution of any document or the performance of any further act. Except as provided above in Section 7, all of the rights, powers, duties and obligations of the Escrow Agent hereunder shall not be subject to amendment by the Escrow Agent and shall be binding on any successor to the Escrow Agent during the term of this Agreement. Except as provided above in Section 7, all of the rights, powers, duties and obligations of the Issuer under this Escrow Agreement shall not be subject to amendment by the issuer or the 5 5601159v1