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N <br />continuation of the system of book -entry transfers through the Depository is not in the <br />best interests of the 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 be found which, in -the opinion of the City, is <br />willing and able to assume the 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 />Certificate that the Beneficial Owners be able to obtain certificates for the Certificates, <br />the Certificates shall no longer be registered as being registered in the bond register in the. " <br />name of the Nominee, but may be registered in whatever name or names the Holder of <br />the Certificates shall designate at that time, in accordance with paragraph 10 hereof. To <br />the extent that the Beneficial Owners are designated as the transferee by the Holders, in <br />accordance with paragraph 10 hereof; the Certificates will be delivered to the Beneficial <br />Owners. <br />(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of <br />paragraph 10 hereof. <br />(d) better 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. &Wm The Certificates shall provide funds to finance the Project, particularly <br />for the acquisition of capital equipment having a useful life at least as long as the Certificates <br />(the "Equipment"). The total cost of the Prcject,.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 <br />Certificates. <br />4.nI terest. The Certificates shall bear interest payable semiannually on February 1 <br />and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2003, <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 />177 .! " ( 7 M <br />2003 <br />1.50% <br />2004 <br />1.75% <br />2005 <br />2.20% <br />2006 <br />2.50% <br />2007 <br />2.75% <br />5. No Redemption. The Certificates shall not be subject to redemption and <br />prepayment prior to their maturity. <br />5 <br />14290900 <br />