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<br />7.03. Representation Letter. The City has heretofore executed and delivered to DTC a <br />Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of <br />principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. <br />Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the <br />Bonds will agree to take all action necessary for all representations of the City in the <br />Representation letter with respect to the Bond Registrar and Paying Agent, respectively, to be <br />complied with at all times. <br /> <br />7.04. Transfers Outside Book-Entrv Svstem. In the event the City, by resolution of the <br />City Council, determines that it is in the best interests of the persons having beneficial interests <br />in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon <br />DTC will notify the Participants, of the availability through DTC of Bond certificates. In such <br />event the City will issue, transfer and exchange Bond certificates as requested by DTC and any <br />other registered owners in accordance with the provisions of this Resolution. DTC may <br />determine to discontinue providing its services with respect to the Bonds at any time by giving <br />notice to the City and discharging its responsibilities with respect thereto under applicable law. <br />In such event, if no successor securities depository is appointed, the City will issue and the Bond <br />Registrar will authenticate Bond certificates in accordance with this resolution and the provisions <br />hereof will apply to the transfer, exchange and method of payment thereof. <br /> <br />7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution <br />to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee ofDTC, <br />payments with respect to principal of, premium, if any, and interest on the Bond and notices with <br />respect to the Bond will be made and given, respectively in the manner provided in DTC's <br />Operational Arrangements, as set forth in the Representation Letter. <br /> <br />Section 8. <br /> <br />Continuing Disclosure. <br /> <br />8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City <br />hereby covenants and agrees that it will comply with and carry out all of the provisions of the <br />Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, <br />failure of the City to comply with the Continuing Disclosure Certificate is not to be considered <br />an event of default with respect to the Bonds; however, any Bondholder may take such actions as <br />may be necessary and appropriate, including seeking mandate or specific performance by court <br />order, to cause the City to comply with its obligations under this section. <br /> <br />8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure <br />Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and <br />City Administrator and dated the date of issuance and delivery of the Bonds, as originally <br />executed and as it may be amended from time to time in accordance with the terms thereof. <br /> <br />Section 9. <br /> <br />Defeasance. <br /> <br />9.01. Pledges. Covenants. and Other Rights to Cease. When all Bonds and all interest <br />thereon, have been discharged as provided in this section, all pledges, covenants and other rights <br />granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full <br /> <br />294858v3 SJB CE155.26 <br /> <br />17 <br />