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(c) Termination of Book -Entry OnlySystem. Discontinuance of a particular <br />Depository's services and termination of the book -entry only system may be effected as follows: <br />(i) The Depository may determine to discontinue providing its services with respect <br />to the Bonds at any time by giving written notice to the City and discharging its <br />responsibilities with respect thereto under applicable law. The City may <br />terminate the services of the Depository with respect to the Bond if it determines <br />that the Depository is no longer able to carry out its functions as securities <br />depository or the continuation of the system of book -entry transfers through the <br />Depository is not in the best interests of the City or the Beneficial Owners. <br />(ii) Upon termination of the services of the Depository as provided in the preceding <br />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 <br />City, is willing and able to assume such functions upon reasonable or customary <br />terms, or if the City determines that it is in the best interests of the City or the <br />Beneficial Owners of the Bond that the Beneficial Owners be able to obtain <br />certificates for the Bonds, the Bonds shall no longer be registered as being <br />registered in the bond register in the name of the Nominee, but may be registered <br />in whatever name or names the Holder of the Bonds shall designate at that time, <br />in accordance with paragraph 10. To the extent that the Beneficial Owners are <br />designated as the transferee by the Holders, in accordance with paragraph 10, the <br />Bonds will be delivered to the Beneficial Owners. <br />(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph <br />10. <br />(d) 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 Bonds shall provide funds to finance the Project. Pursuant to the <br />Abatement Resolution, the City's share of real estate taxes generated as a result of the Project and <br />the Program (the "Tax Abatements") have been pledged to the payment of principal on the <br />Bonds. The principal amount of the Bonds does not exceed the estimated amount of Tax <br />Abatements of $9,000,000. The total cost of the Project, which shall include all costs <br />enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount <br />of the Bonds. Proceeds of the Bonds shall be expended on costs or uses permitted by Minnesota <br />Statutes, Sections 469.1812 through 469.1815, and shall not be expended on any costs or devoted <br />to any other uses. The City covenants that it shall do all things and perform all acts required of it <br />to assure that work on the Project proceeds with due diligence to completion and that any and all <br />permits and 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 August 1, 2022, <br />5 <br />53590415v1 <br />