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ii Upon termination of the services of the Depository as provided in the preceding paragraph, and if no ■ is willing to undertake the substitute securities depository � functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be re g istered in whatever name or names the Holder of the Bonds shall designate at that tine, in accordance with paragraph to hereof. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with p aragraph 10 hereof, the Bonds will be delivered to the Beneficial owners , (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10 hereof . (d) Letter of Re re s ent at i ons . The City Manager is authorized and directed to execute in the name of the City the Letter of Representations in substantially the form on file in the the office of the City. rn the event of the disability or resignation or other absence of the Manager of the City, such other officer of the City who may act in his or her behalf shall without further act or authorization of the City do all things and execute all instruments and documents required to be done or to be executed by such absent or disabled official . The Provisions ions in the Letter of Representations are incorporated herein by referenced and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control . 3 . Purpose: Ref un in Findin s . The Bonds, together with other available funds, shall provide funds to advance refund the Refunded Bonds (the "Refunding") . i t is hereby found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section 475 . 67 , and the present value of the debt service savings to the City from the Refunding is %- of the p resent value of debt service on the Refunded Bonds, computed in accordance with the provisions of Minnesota statutes,section 475 . 671 Subdivision 12 , and accordingly the dollar amount of such p resent value of the debt service for the Bonds is lower by at least three percent (3 . 00%) than the dollar amount of such resent value of the debt service for the Refunded Bonds as ■ required �n said subdivision 1 } 906107.01 7