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Escrow Agreement. The Escrow Agreement is hereb a roved in substantial) the form on file Y pp Y 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 Administrator, in their discretion, shall determine, and the execution thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. 5.07. Other Documents. In addition to the Escrow Agreement, the Mayor and City Administrator are hereby authorized and directed to execute such other documents which are necessary and appropriate to terminate the Lease-Purchase Agreement and defease the Series 2002A Bonds and the Series 2002B Bonds, including but not limited to a termination of the Ground Lease, termination of the Lease-Purchase Agreement and satisfaction of the Mortgage. Such documents are. hereby approved in substantially the forms 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 Administrator, in their discretion, shall determine, and the execution thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. Section 6. Authentication of Transcript. 6.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 6.02. Certification as to Official Statement. The Mayor and City Administrator are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 6.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses (other than amounts payable to Kennedy & Graven, Chartered, acting as bond counsel) to U.S. Trust Company, in Minneapolis, Minnesota on the closing date for further distribution as directed by the City's financial adviser, Ehlers & Associates, Inc. 365125v1 JSB EL185-11 16