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<br />actions necessary from time to time to comply with the requirements of the Letter of <br />Representations. <br /> <br />(c)Termination of Book-Entry Only System. Discontinuance of a particular <br />Depository's services and termination of the book-entry only system may be effected as follows: <br /> <br />(i)The Depository may determine to discontinue providing its services with <br />respect 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 terminate the <br />services of the Depository with respect to the Bond if it determines that the Depository is <br />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 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. 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 /> <br />(iii)Nothing in this subparagraph (c) 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 />3. Purpose; Market Value. The Bonds shall provide funds to finance the Project. <br />The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, <br />Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the Project <br />shall proceed with due diligence to completion. The City covenants that it shall do all things and <br />perform all acts required of it to assure that work on the Project proceeds with due diligence to <br />completion and that any and all permits and studies required under law for the Project are <br />obtained. The City will determine, in accordance with Minnesota Statutes, Section 475.521, <br />Subd. 4, that the maximum principal and interest to become due in any year on the Outstanding <br />CIP Bonds and Bonds issued by the City under Minnesota Statutes, Section 475.521, will be less <br />than 0.16 percent of the estimated market value of property in the City. <br />4. Interest. The Bonds shall bear interest payable semiannually on June 15 and <br />December 15 of each year (each, an "Interest Payment Date"), commencing June 15, 2021, <br /> 5 <br /> <br />13011276v1 <br /> <br /> <br />