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if no successor securities depository is appointed, the City will issue and the Registrar will <br />authenticate Bond certificates in accordance with this resolution and the provisions hereof will <br />apply to the transfer, exchange and method of payment thereof. <br />7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to <br />the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, <br />payments with respect to principal of, premium, if any, and interest on the Bond and notices with <br />respect to the Bond will be made and given, respectively in the manner provided in DTC's <br />Operational Arrangements, as set forth in the Representation Letter. <br />Section 8. Continuing Disclosure. <br />8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City <br />hereby covenants and agrees that it will comply with and carry out all of the provisions of the <br />Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure <br />of the City to comply with the Continuing Disclosure Certificate is not an event of default with <br />respect to the Bonds; however, any Bondholder may take such actions as may be necessary and <br />appropriate, including seeking mandate or specific performance by court order, to cause the City <br />to comply with its obligations under this section. <br />8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" <br />means that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk and <br />dated the date of issuance and delivery of the Bonds, as originally executed and as it may be <br />amended from time to time in accordance with the terms thereof. <br />Section 9. Defeasance. When the Bonds and all accrued interest thereon have been <br />discharged as provided in this section, all pledges, covenants and other rights granted by this <br />resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit <br />of the City for the prompt and full payment of the principal of and interest on the Bonds will remain <br />in fall force and effect. The City may discharge the Bonds which are due on any date by depositing <br />with the Registrar on or before that date a sum sufficient for the payment thereof in full or by <br />depositing irrevocably in escrow, with a suitable institution qualified by law as an escrow agent <br />for this purpose, cash or securities which are backed by the full faith and credit of the United States <br />of America, or any other security authorized under Minnesota law for such purpose, bearing <br />interest payable at such times and at such rates and maturing on such dates and in such amounts <br />as shall be required and sufficient, subject to sale and/or reinvestment in like securities, to pay said <br />obligation(s), which may include any interest payment on such Bond and/or principal amount due <br />thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior <br />redemption of such principal amount, at such earlier redemption date). If any Bond should not be <br />paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient <br />for the payment thereof in full with interest accrued to the date of such deposit. <br />Section 10. Effective Date. This resolution shall be in full force and effect from and <br />after its passage. <br />4908-6676-6901.2 <br />