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Property Records and Revenue of Ramsey County and to obtain the certificate required by Minnesota Statutes, Section 475.63. Section 5. Refunding;; Findings; Redemption of Refunded Bonds. 5.01. Refunding Prior Bonds. It is hereby found and determined that based upon information presently available from the City's municipal advisor, the issuance of the Bonds is consistent with covenants made with the holders of the Refunded Bonds and is necessary and desirable for the reduction of debt service cost to the municipality. 5.02. Proceeds Pledged to the Escrow Account. The Pricing Committee will determine the proceeds of the Bonds to be pledged and appropriated and be deposited in the Escrow Account for the purposes of paying principal of and interest on the Refunded Bonds through the Redemption Date and redeeming and prepaying all the Refunded Bonds on the Redemption Date. 5.03. Purchase of Securities and Compliance with the Act. Securities purchased from the monies in the Escrow Account will be limited to securities specified in Section 475.67, subdivision 8 of the Act. Ehlers and/or the Escrow Agent, as agent for the City, is hereby authorized and directed to purchase for and on behalf of the City and in its name, appropriate securities to fund the Escrow Account. Upon the issuance and delivery of the Bonds, the securities so purchased will be deposited in the Escrow Account established herein and held pursuant to the terms of the Escrow Agreement and this resolution. 5.04. Escrow Agreement. On or prior to the delivery of the Bonds, the Mayor and the City Manager are hereby authorized and directed to execute on behalf of the City the Refunding Escrow Agreement (the "Escrow Agreement"). The Escrow Agreement is hereby approved in substantially the form on file with the City on the date hereof, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and City Manager shall be conclusive evidence of such determination. 5.05. Notice of Redemption. The Refunded Bonds will be redeemed and prepaid on the Redemption Date. The Refunded Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached to the Escrow Agreement which terms and conditions are hereby approved and incorporated herein by reference. The Registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice of Redemption to each registered holder of the Refunded Bonds. 470595v1 JSB NE136-257 9