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20. Escrow Apreement. On or prior to the delivery of the Bonds the Mayor and Clerk <br />shall, and are hereby authorized and directed to, execute on behalf of the City an Escrow <br />Agreement. The Escrow Agreement is hereby approved and adopted and made a part of this <br />resolution, and the City covenants that it will promptly enforce all provisions thereof in the event <br />of default thereunder by the Escrow Agent. <br />21. Purchase of SLGS or Open Market Securities. The Escrow Agent, as agent for <br />the City, is hereby authorized and directed to purchase on behalf of the Council and in its name <br />the appropriate United States Treasury Securities, State and Local Government Series and/or <br />open market securities as provided in paragraph 19, from the proceeds of the Bonds and, to the <br />extent necessary, other available funds, all in accordance with the provisions of this resolution <br />and the Escrow Agreement and to execute all such documents (including the appropriate <br />subscription form) required to effect such purchase in accordance with the applicable U.S. <br />Treasury Regulations. <br />22. Redemption of Prior Bonds. The Prior Bonds shall be redeemed and prepaid in <br />accordance with the terms and conditions set forth in the Notices of Call for Redemption, in the <br />forms attached to the Escrow Agreement, which terms and conditions are hereby approved and <br />incorporated herein by reference. The Notices of Call for Redemption shall be given pursuant to <br />the Escrow Agreement. <br />23. Prior Bonds; Security. Until retirement of the Prior Bonds, all provisions <br />theretofore made for the security thereof shall be observed by the City and all of its officers and <br />agents. <br />24. Supplemental Resolution. The Prior Resolution is hereby supplemented to the <br />extent necessary to give effect to the provisions of this resolution. <br />25. Defeasance. When all Bonds have been discharged as provided in this paragraph, <br />all pledges, covenants and other rights granted by this resolution to the registered holders of the <br />Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with <br />respect to any Bonds which are due on any date by irrevocably depositing with the Bond <br />Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond <br />should not be paid when due, it may nevertheless be discharged by depositing with the Bond <br />Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such <br />deposit. The City may also at any time discharge its obligations with respect to any Bonds, <br />subject to the provisions of law now or hereafter authorizing and regulating such action, by <br />depositing irrevocably in escrow, with a suitable banking institution qualified by law as an <br />escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, <br />Subdivision 8, bearing interest payable at such times and at such rates and maturing on such <br />dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to <br />become due thereon to maturity or, if notice of redemption as herein required has been duly <br />provided for, to such earlier redemption date. <br />26. Certificate of Registration. The Clerk is hereby directed to file a certified copy of <br />this resolution with the County Auditor of Washington County, Minnesota, together with such <br />other information as the County Auditor shall require, and to obtain the County Auditor's <br />17 <br />5253945v1 <br />