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Section 5. Defeasance. When all of the Bonds have been discharged as provided in this <br />Section, all pledges, covenants and other rights granted by this Resolution to the Holders of the <br />Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are <br />due on any date by depositing with the Registrar on or before that date a sum sufficient for the <br />payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be <br />discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with <br />interest accrued from the due date to the date of such deposit. The City may also discharge its <br />obligations with respect to any prepayable Bonds called for redemption on any date when they <br />are prepayable according to their terms by depositing with the Registrar on or before that date an <br />amount equal to the principal, interest and redemption premium, if any, which are then due, <br />provided that notice of such redemption has been duly given as provided herein. The City may <br />also at any time discharge its obligations with respect to any Bonds, subject to the provisions of <br />law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, <br />with the Registrar or with a bank or trust company qualified by law to act as an escrow agent for <br />this purpose, cash or securities which are authorized by law to be so deposited for such purpose, <br />bearing interest payable at such times and at such rates and maturing or callable at the holder's <br />option on such dates as shall be required to pay all principal and interest to become due thereon <br />to maturity or, if notice of redemption as herein required has been irrevocably provided for, to an <br />earlier designated redemption date, provided, however, that if such deposit is made more than <br />ninety days before the maturity date or specified redemption date of the Bonds to be discharged, <br />the City shall have received a written opinion of Bond Counsel to the effect that such deposit <br />does not adversely affect the exemption of interest on any Bonds from federal income taxation <br />and a written report of an accountant or investment banking firm verifying that the deposit is <br />sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and <br />before their maturity dates or earlier designated redemption date. <br />Section 6. County Auditor Registration, Certification of Proceedings, Investment of <br />Money, Arbitrage, Official Statement and Fees. <br />6.01. County Auditor Registration. The City Clerk is hereby authorized and directed to <br />file a certified copy of this Resolution with the County Auditors of Hennepin and Ramsey <br />Counties, together with such other information as the County Auditors shall require, and to <br />obtain from each County Auditor a certificate that the Bonds have been entered on his bond <br />register as required by law. <br />6.02. Certification of Proceedings. The officers of the City and the County Auditors of <br />Hennepin and Ramsey Counties are hereby authorized and directed to prepare and furnish to the <br />Purchaser and to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all <br />proceedings and records of the City, and such other affidavits, certificates and information as <br />may be required to show the facts relating to the legality and marketability of the Bonds as the <br />same appear from the books and records under their custody and control or as otherwise known <br />to them, and all such certified copies, certificates and affidavits, including any heretofore <br />furnished, shall be deemed representations of the City as to the facts recited therein. <br />E <br />