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ELK RIVER MUNICIPAL UTILTIES, MINNESOTA RESOLUTION NO.24-7 APPOINTING BOND TRUST SERVICES CORPORATION AS FISCAL AGENT IN CONNECTION WITH CERTAIN OUTSTANDING OBLIGATIONS WHEREAS, the ELK RIVER MUNCIPAL UTILTIES (the "ERMU") has outstanding certain debt obligations described below (collectively, the "Obligations"); I. $9,755,000 Electric Revenue Bonds, Series 2016A II. $10,000,000 Electric Revenue Bonds, Series 2018A III. $11,810,000 Electric Revenue Bonds, Series 2021B IV. $1,615,000 General Obligation Water Utility Revenue Bonds, Series 2021C WHEREAS, the Obligations were issued in book -entry -only form registered in the name of CEDE & CO. as nominee of The Depository Trust Company, New York, New York ("DTC"), and DTC acts as securities depository for the Obligations; WHEREAS, the ERMU Council deems it to be necessary, desirable and in the best interest of the ERMU to appoint a new bank or trust company to serve as fiscal agent and to perform the duties of registrar, paying agent, transfer agent, authenticating agent and fiscal agent (the "Fiscal Agent") for such Obligations; and WHEREAS, U.S. Bank Trust Company, a national banking association, is currently acting as Fiscal Agent for the Obligations and deems it to be necessary, desirable and in the best interest of the ERMU to appoint Bond Trust Services Corporation as successor Fiscal Agent for the Obligations. NOW, THEREFORE, the Council of the ERMU, does resolve that: Section 1. Appointment of Fiscal Agent. The principal of and interest on the Obligations shall be paid by Bond Trust Services Corporation, Roseville, Minnesota, which is hereby appointed as the ERMU's Fiscal Agent ("BTSC"), pursuant to the provisions of Section Sec. 475.553, Minnesota Statues, to be effective immediately upon adoption and approval as of the date of this resolution and upon compliance with all requirements to appoint a successor Fiscal Agent under the documents relating to the Obligations. Section 2. Fiscal Agency Agreement. The Fiscal Agency Agreement between the ERMU and BTSC shall be substantially in the forms attached hereto as Exhibit A and is hereby approved, and the ERMU shall pay such fees and expenses of BTSC set forth in the Fiscal Agency Agreement. The ERMU commission chair and general manager are hereby authorized to execute the Fiscal Agency Agreement.