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<br />system of book-entry transfers through the Depository is not in the best interests of the <br />City or the Beneficial Owners. <br /> <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 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 hereof. To the extent that <br />the 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 /> <br />(iii) Nothing in this subparagraph (d) shall limit or restrict the provisions of <br />paragraph 10. <br /> <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 /> <br />3. Purpose: Refunding Findings. The Bonds (together with other available funds, if <br />any, appropriated in paragraph 15) shall provide funds to finance the Refunding. It is hereby <br />found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section <br />475.67, subdivision 13, shall result in a reduction of the present value (as of the crossover date) <br />of the dollar amount of the debt service to the City from a total dollar amount of <br />$ for the Prior Bonds to a total dollar amount of $ for the Bonds, <br />computed in accordance with the provisions of Minnesota Statutes, Section 475.67, subdivision <br />12. The dollar amount of such present value of the debt service for the Bonds is lower by at least <br />three percent (3.00%) than the dollar amount of such present value of the debt service for the <br />Prior Bonds as required in Minnesota Statutes, Section 475.67, subdivision 12. <br /> <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 1,2006, <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 /> <br />1768593vl <br /> <br />5 <br />