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on the Bonds to the extent of the sum or sumo- so paid. * No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar,. will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the .City Administrator -Clerk of a written notice to the effect that IJTC. has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co " will refer to such new nominee of DTC; and upon..rc*pt of such a notice, the City Administrator -Clerk will promptly deliver a -copy ofthe Same to the Registrar and Paying Agent. 8163. ReQresentation Letter. The City has heretofore executed. and delivered to DTC a Blanket Issuer Letter ofRepresentations (the "Representation Letter") which shall govern.payment. of principal of, premium, if -any, and interest on the Bonds and notices with respect to the. Bonds. Any Paying Agent or Registrar subsequently appointed by the. City with respect to the Bonds will agree to take all action necessary for all representations of the.City in the Representation Letter with respect:to the Registrar and Paying Agent, respectively, to be complied with at a rtirties. 8.04. Transfers Outside. Book=Fntry System.. In the event the .City, by resolution of the City Council, determines .that it is in the' best interests of the persons having beneficial interests in the Bonds ihat.they be able to obtain Bond certificates,. the City will notify DTC, whereupon DTC will notify the. Participants, of the availability through DTC of Bond certificates.. In such event the City will issue; transfer and exchange' Bond certificates as requested by DTC and any other registered owners *in accordance with the provisions of this. Resolution: DTC inay determine to.. discontinue providing. its services with respect to the Bonds. at any time .by giving notice to the City and discharging its responsibilities with respect thereto under. applicable law. in - such event, if no successor -securities depository is appointed, the 'City will issue and the Registrar will authenticate Bond certificates in accordance with.this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof.. L05. Payments to Cede & Co, Notwithstanding any other.proVision of this Resolution to the contrary, so:long.as a Bond is registered in the name of Cede &. Co., as nominee ofDTC, payments. with respect to principal of, premiuni,..if any, and interest on the Bond and. notices -with respect to the Bond will be made and given, respectively 'in .the manner provided in DTC's Operational Artangements,, as set forth in the: Representation Letter. Section 9. :Continuing Disclosure. 4.01. No Requirement of Continuing Disc os=. Participating.: clerwriters. need not comply With the continuing disclosure requirements of Rule 15o2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), because the *offering is in a principal. amount less than $1�,000,400. Consequently., the City will npt.en#er into any undertaking to provide continuing disclosure of any kind with respect to the Bonds. Section 1.0.. Defeasance. When all. Bonds. and all interest thereon have been discharged as .provided in this section, all pledges, covenants a 4piher rights granted by (his resolution to the holders of tha Bonds will cease, except that the pledge of the full faith and credit of the City for the.prompt and full payment of the principal of -and interest on the Bonds will remain in full force and effect, The .City -may discharge all..Bonds whicji area due on, any. date by depositing with the Registrar on or before that :date a sum sufficient for the payment thereof in frill. If any Bond should not be paid when due; it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in f611 with interest accrued to the date of such deposit. 461255v.1 GAr GE190=12. j ]