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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 maybe 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 (d) 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; Refunding Findings. The Bonds shall provide funds for a current <br />refunding of the Refunded Bonds (the "Refunding"). It is hereby found, determined and declared <br />that the Refunding is pursuant to Minnesota Statutes, Section 475.67, and shall result in a <br />reduction of debt service cost to the City. <br />4. Interest. The Bonds shall bear interest payable semiannually on March 1 and <br />September 1 of each year (each, an "Interest Payment Date"), commencing March 1, 2010, <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 />Maturity Year Interest Rate <br />2010 2.00% <br />2011 2.00 <br />2012 2.00 <br />2013 2.50 <br />2014 3.00 <br />5. No Optional Redem tp ion. The Bonds shall not be subject to redemption and <br />prepayment prior to their stated maturity dates. <br />2377316v1 5 <br />