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11. Defeasance. When the Bonds have been discharged as provided in this paragraph, <br /> all pledges, covenants and other rights granted by this resolution to the registered holders of the <br /> Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with <br /> respect to the Bonds by irrevocably depositing with the Registrar on or before that date a sum <br /> sufficient for the payment thereof in full; or if any Bonds should not be paid when due, it may <br /> nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment <br /> thereof in full with interest accrued, if applicable, to the date of such deposit. The City may also <br /> discharge its obligations with respect to the Bonds called for redemption, if applicable, on any <br /> date when they are prepayable according to their terms, by depositing with the Registrar on or <br /> before that date a sum sufficient for the payment thereof in full, provided that notice of <br /> redemption thereof has been duly given. The City may also at any time discharge its obligations <br /> with respect to the Bonds, subject to the provisions of law now or hereafter authorizing and <br /> regulating such action, by depositing irrevocably in escrow, with a suitable banking institution <br /> qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota <br /> Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates <br /> and maturing on such dates as shall be required, without regard to sale and/or reinvestment, to <br /> pay all amounts to become due thereon to maturity or, if notice of redemption as herein required <br /> has been duly provided for,to such earlier redemption date. <br /> 12. Records and Certificates. The officers of the City are hereby authorized and <br /> directed to prepare and furnish to the Purchasers, and to the attorneys approving the legality of <br /> the issuance of the Bonds, certified copies of all proceedings and records of the City relating to <br /> the Bonds and to the financial condition and affairs of the City, and such other affidavits, <br /> certificates and information as are required to show the facts relating to the legality and <br /> marketability of the Bonds as the same appear from the books and records under their custody <br /> and control or as otherwise known to them, and all such certified copies, certificates and <br /> affidavits, including any heretofore furnished, shall be deemed representations of the City as to <br /> the facts recited therein. <br /> 13. Taxable Status of the Bonds. It is hereby determined that the Bonds are to be <br /> issued as a fully taxable obligations, and all interest received, if applicable, on the Bonds is to be <br /> included in the gross income of the Holder of the Bonds for federal income taxation purposes <br /> and, to the same extent, in both gross income and taxable net income for state income taxation <br /> purposes. <br /> 14. Severability. If any section,paragraph or provision of this resolution shall be held <br /> to be invalid or unenforceable for any reason,the invalidity or unenforceability of such section, <br /> paragraph or provision shall not affect any of the remaining provisions of this resolution. <br /> 15. Headings. Headings in this resolution are included for convenience of reference <br /> only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. <br /> The motion for the adoption of the foregoing resolution was duly seconded by member Malecha <br /> and, after a full discussion thereof and upon a vote being taken thereon, the following voted in <br /> favor thereof: Mayor Adams, Council Members Malecha, Ryan,Nagel, and Sjoblad. <br /> 4 <br /> 2369329v1 <br />