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no longer able to carry out its functions as securities depository or the continuation of the <br />system of book -entry transfers through the Depository is not in the hest interests of the <br />City or the Beneficial Owners. <br />(ii) Upon termination of the services of the Depository as provided in the <br />preceding paragraph, and if no substitute securities depository is willing to undertake the <br />functions of the Depository hereunder can he found which, in the opinion of the City, is <br />willing and able to assume such functions upon reasonable or customary terms, or if the <br />City determines that it is in the best interests of the City or the Beneficial Owners of the <br />Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds <br />shall no longer be registered as being registered in the bond register in the name of the <br />Nominee, but may be registered in whatever name or names the Holder of the Bonds <br />shall designate at that time, in accordance with paragraph 10. To the extent that the <br />Beneficial Owners are designated as the transferee by the Holders, in accordance with <br />paragraph 10, the Bonds will be delivered to the Beneficial Owners. <br />(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of <br />paragraph 10. <br />(e) Letter of Representations. The provisions in the Letter of Representations are <br />incorporated herein by reference and made a part of the resolution, and if and to the extent any <br />such provisions are inconsistent with the other provisions of this resolution, the provisions in the <br />Letter of Representations shall control. <br />3. Purpose. The Capital Improvement Plan Portion of the Bonds shall provide funds <br />to finance the Facility and the System Revenue Portion of the Bonds shall provide funds to <br />finance the System Improvements (the Facility and the Improvements are collectively referred to <br />as the "Project "). The total cost of the Project, which shall include all costs enumerated in <br />Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. <br />The City covenants that it shall do all things and perform all acts required of it to assure that <br />work on the Project proceeds with due diligence to completion and that any and all permits and <br />studies required under law for the Project are obtained. <br />4. Interest. The Bonds shall bear interest payable semiannually on February 1 and <br />August 1 of each year (each, an "Interest Payment Date "), commencing February 1, 2015, <br />calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per <br />annum set forth opposite the maturity years as follows: <br />6 <br />5962970v1 <br />