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in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose <br />of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with <br />respect to such Bonds, and for all other purposes. The Registrar will pay all principal of and interest on the <br />Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by <br />the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's <br />obligations with respect to payment of principal of or interest on the Bonds to the extent of the sum or sums <br />so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the <br />Registrar, will receive a certificated Bond evidencing the obligation of this Resolution. Upon delivery by <br />DTC to the City Administrator of a written notice to the effect that DTC has determined to substitute a new <br />nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon <br />receipt of such a notice, the City Administrator will promptly deliver a copy of the same to the Registrar. <br />8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket <br />Issuer Letter of Representations (the "Representation Letter") which will govern payment of principal of and <br />interest on the Bonds and notices with respect to the Bonds. Any registrar subsequently appointed by the <br />City with respect to the Bonds will agree to take all action necessary for all representations of the City in the <br />Representation Letter with respect to the Registrar to be complied with at all times. <br />8.04. Transfers Outside Book -Entry System. In the event the City, by resolution of this Council, <br />determines that it is in the best interests of the persons having beneficial interest in the Bonds that they be <br />able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants of the <br />availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond <br />certificates as requested by DTC and any other registered owners in accordance with the provisions of this <br />Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time <br />by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In <br />such event, if no successor securities depository is appointed, the City will issue and the Registrar will <br />authenticate Bond certificates in accordance with this Resolution and the provisions hereof will apply to the <br />transfer, exchange and method of payment thereof. <br />8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the <br />contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with <br />respect to principal of and interest on the Bond and notices with respect to the Bond will be made and given, <br />respectively, in the manner provided in DTC's Operational Arrangements, as set forth in the Representation <br />Letter. <br />Section 9. Continuing Disclosure. <br />9.01. Execution of the Continuing Disclosure Certificate. "Continuing Disclosure Certificate" <br />means that certain Continuing Disclosure Certificate, executed by the Mayor and the City Administrator and <br />dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from <br />time to time in accordance with the terms thereof. <br />9.02. Compliance with Provisions of the Continuing Disclosure Certificate. The City covenants <br />and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure <br />Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the <br />Continuing Disclosure Certificate will not be considered an event of default with respect to the Bonds; <br />however, any Bondholder may take such actions as may be necessary and appropriate, including seeking <br />mandate or specific performance by court order, to cause the City to comply with its obligations under this <br />Section. <br />10 <br />