8.2.B. SR 02-21-2012 - Laserfiche WebLink

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Refunded Bonds have been directed to be prepaid, as stated in the Resolution and to pay the redemption price of the Refunded Bonds on such date. 3. The Escrow Agent acknowledges receipt of the deposits described in paragraph 2 hereof and agrees that it will hold such amounts in a special escrow account (the "Escrow Account") created by the Resolution in the name of the City, and will collect and receive on behalf of the City all payments of principal and interest on any investment of such amounts and securities and will remit from the Escrow Account (i) to the paying agent (the "Paying Agent") for the Refunding Bonds the funds required from time to time for the payment of interest on the Refunding Bonds to the date of the redemption of the Refunded Bonds which is February 1, 2013 (the "Redemption Date"); and (ii) to the Paying Agent for the Refunded Bonds the funds needed for the redemption and prepayment of the outstanding principal amount of the Refunded Bonds on the Redemption Date. After provision for payment of all remaining Refunded Bonds, the Escrow Agent will remit any remaining funds in the Escrow Account to the City. Of the amounts deposited with the Escrow Agent, the sum of $ shall be used by the Escrow Agent for the payment and disbursement of the costs of issuance of the Refunding Bonds as set forth in Exhibit B attached hereto. 4. In order to insure continuing compliance with the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder (collectively, .the "Code"), the Escrow Agent agrees that it will not reinvest any cash received in payment of the principal of and interest on the Federal Securities held in the Escrow Account. This prohibition on reinvestment shall continue unless and until an opinion is received by Escrow Agent from nationally recognized bond counsel that reinvestments, as specified in said opinion, may be made in a manner consistent with the Code. Reinvestment, if any, of amounts in the Escrow Account made pursuant to this paragraph may be made only in securities described in Minnesota Statutes, Section 475.67, Subdivision 8 which mature prior to the next date on which either principal or interest on the Refunded Bonds is payable. 5. Escrow Agent expressly waives any lien upon or claim against the moneys and investments in the Escrow Account. 6. If at any time it shall appear to the Escrow Agent that the money in the Escrow Account allocable for such use hereunder will not be sufficient to make any interest payment due to the holders of any of the Refunding Bonds, or principal payment due to the holders. of any of the Refunded Bonds, the Escrow Agent shall immediately notify the .City. The City thereupon shall forthwith deposit in Escrow Account from funds on hand and legally available to it such additional funds as may be required to meet fully the amount to become due and payable. The City acknowledges its obligation to levy ad valorem taxes on all taxable property in the City to the extent required to produce moneys necessary for this purpose. The City and Escrow Agent acknowledge receipt of a verification report from certified public accountants, dated , 2012, which is attached hereto, marked Exhibit A and made a part hereof, to the effect that such cash and securities are sufficient to comply with the requirements of the Act. 398278v1 JSB EL185-17 2