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5313747v2 15 19. Escrow Agreement. On or prior to the delivery of the Bonds the Mayor and Finance Director shall, and are hereby authorized and directed to, execute on behalf of the City an Escrow Agreement. The Escrow Agreement is hereby approved and adopted and made a part of this resolution, and the City covenants that it will promptly enforce all provisions thereof in the event of default there under by the Escrow Agent. 20. Purchase of SLGS or Open Market Securi ties. The Escrow Agent, as agent for the City, is hereby authorized a nd directed to purchase on behalf of the Council and in its name the appropriate United States Treasury Securiti es, State and Local Government Series and/or open market securities as provide d in paragraph 19, from the pr oceeds of the Bonds and, to the extent necessary, other available funds, all in acc ordance with the provisions of this resolution and the Escrow Agreement and to execute all such documents (including the appropriate subscription form) required to effect such purch ase in accordance with the applicable U.S. Treasury Regulations. 21. Redemption of Prior Bonds. The Prior Bonds shall be redeemed and prepaid in accordance with the terms and conditions set fort h in the Notice of Call for Redemption, in the forms attached to the Escrow Agreement, wh ich terms and conditions are hereby approved and incorporated herein by reference. The Notice of Call for Redempti on shall be given pursuant to the Escrow Agreement. 22. Prior Bonds; Security. Until retirement of the Prior Bonds, all provisions theretofore made for the security thereof shall be observed by the City an d all of its officers and agents. 23. Supplemental Resolution. The Prior Resolution is hereby supplemented to the extent necessary to give effect to the provisions of this resolution. 24. Defeasance. When all Bonds have been di scharged as provided in this paragraph, all pledges, covenants and other ri ghts granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any da te by irrevocably depositing with the Bond Registrar on or before that date a sum sufficie nt for the payment thereof in full; or if any Bond should not be paid when due, it may neverthele ss be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrue d to the date of such deposit. The City may also at any time discha rge its obligations with respect to any Bonds, subject to the provisions of law now or here after authorizing and re gulating such action, by depositing irrevocably in escrow, with a suit able banking institution qualified by law as an escrow agent for this purpose, cash or securiti es described in Minneso ta Statutes, Section 475.67, Subdivision 8, bearing interest pa yable at such times and at su ch rates and maturing on such dates as shall be requir ed, without regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 25. Continuing Disclosure. The City is the so le obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commi ssion") pursuant to the