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(e) 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 /> (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 /> (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 8. To the extent that the <br /> Beneficial Owners are designated as the transferee by the Holders, in accordance with <br /> paragraph 8, the Bonds will be delivered to the Beneficial Owners. <br /> (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of <br /> paragraph 8. <br /> (f) 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 Improvements. The total <br /> cost of the Improvements, 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 <br /> Improvements shall proceed with due diligence to completion. The City covenants that it shall <br /> do all things and perform all acts required of it to assure that work on the Improvements <br /> proceeds with due diligence to completion and that any and all permits and studies required <br /> under law for the Improvements are obtained. <br /> 4. Bond Registrar. Bond Trust Services Corporation, in Roseville, Minnesota, is <br /> appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond <br /> Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all <br /> pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. <br /> The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is <br /> duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or <br /> record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 10 of this <br /> resolution. <br /> 1693357v1 6 <br />