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and the Registrar will authenticate Bond certificates in accordance with this 'resolution and the provisions hereof wilt: Apply to the transfer, exchange and method .of payment thereof 7.05. Payments. to Cede & Co. Notwithstanding any other provision .of this resolution.: to the contrary,. so tong. as a Bond is registered in the name. of Cede & Co., as nominee of DTC, payments with respect to principal .of,. premium,if any, and interest on the Bond and .all notices with respect to the Bond will be: made and given, respectively in .the manner provided. in DTUS Operational Arrangements, as set forth in the Representation .Letter. Section S. Continuina.Diselosure. 9101. Limited Continuing_ Disclosure. In order to qualify. the Bonds. for limited continuing disclosure under paragraph (d)(2) of Securities. and Exchange Commission Rules, Section. 15c242 (the "SEC Rule"); the City mattes the following factual statement and representation: As of the date of delivery of the Bonds, the City will not.:be an obligated. person (as defined in paragraph (f) of the SEC Rule) with respect to more than $10,000,0.00 in :aggregate amount of outstanding municipal securities, including the Bonds .and excluding municipal securities that were exempt from the SEC Rule pursuant to paragraph (0)(1.) thereof. 8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk and dated. the date.of.issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. $.03. City Compliance with Provisions of.Continuing_Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder' may take such actions asmay be necessary. and appropriate, including. seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this.section. 9. Defeasance: When all Bonds and all interest thereon Dave been discharged as :provided in this section, all pledges, covenants and other rights.granted by this. resolution to the.l7oiders of the Bonds will cease, except that the pledge of the full faith.:and credit of the City for the prompt and fiilI payment of the principal of and interest on the ..Bonds. well remain in full force and effect. The City may discharge al l Bonds which are due on any date by depositing with the Registrar on or before that date. a: sum suf cielit for the payment.thereof in full. If any Bond should.not be paid when due, it may nevertheless.be discharged by depositing with. the Registrar a sum suffcient..for the payment thereof in full with interest accrued to the date of such deposit. The motion for the :adoption. of the :foregoing resolution was duly seconded by Member and upon vote being taken thereon, the following voted in favor thereof: 526486vi GAF GL19044 1.1