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r <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 govem payment of <br /> principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. <br /> My 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 /> 7.04. Transfers Outside Book -Entry System. 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 /> 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 of DTC, <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 /> Section 8. Continuing Disclosure. <br /> 8.01. Participating underwriters need not comply with the continuing disclosure <br /> requirements of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under <br /> the Securities Exchange Act of 1934 (the "Rule "), because the offering is in a principal amount <br /> less than $1,000,000. Consequently, the City will not enter into any undertaking to provide <br /> continuing disclosure of any kind with respect to the Bonds. <br /> • <br /> SB- 185311v 1 <br /> CE155 -16 <br />