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owner, or any defect therein, will not affect the validity of the proceedings for the <br />redemption of Bonds. Bonds so called for redemption will cease to bear interest after the <br />specified redemption date, provided that the funds for the redemption are on deposit with <br />the place of payment at that time. <br />3.04. Appointment of Initial Registrar. The City appoints U.S. Bank Trust Company, <br />National Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk <br />are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon <br />merger or consolidation of the Registrar with another corporation, if the resulting corporation is a <br />bank or trust company authorized by law to conduct such business, the resulting corporation is <br />authorized to act as successor Registrar. The City agrees to pay the reasonable and customary <br />charges of the Registrar for the services performed. The City reserves the right to remove the <br />Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event <br />the predecessor Registrar must deliver all cash and Bonds in its possession to the successor <br />Registrar and deliver the bond register to the successor Registrar. On or before each principal or <br />interest due date, without further order of this Council, the City Finance Director must transmit to <br />the Registrar money sufficient for the payment of all principal and interest then due. <br />3.05. Execution, Authentication and Deliverv. The Bonds will be prepared under the <br />direction of the City Finance Director and executed on behalf of the City by the signatures of the <br />Mayor and the City Clerk, provided that all signatures may be printed, engraved or lithographed <br />facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears <br />on the Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile <br />will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained <br />in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory <br />for any purpose or entitled to any security or benefit under this Resolution unless and until a <br />certificate of authentication on the Bond has been duly executed by the manual signature of an <br />authorized representative of the Registrar. Certificates of authentication on different Bonds need <br />not be signed by the same representative. The executed certificate of authentication on a Bond is <br />conclusive evidence that it has been authenticated and delivered under this Resolution. When the <br />Bonds have been so prepared, executed and authenticated, the City Finance Director will deliver <br />the same to the Purchaser thereof upon payment of the purchase price in accordance with the <br />contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the <br />application of the purchase price. <br />3.06. Form of Bonds. The Bonds will be printed or typewritten in substantially the form <br />set forth in Exhibit B attached hereto. <br />3.07. Approving Legal Opinion. The City Finance Director is authorized and directed to <br />obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, <br />Minneapolis, Minnesota, which will be complete except as to dating thereof and to cause the <br />opinion to be printed on or accompany each Bond. <br />La515-142-950087.v2 <br />