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i <br />1 <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 <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 />8.05. 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 9. Continuing Disclosure. <br />9.01: The City hereby covenants and agrees that it will comply with and carry out all of <br />the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of <br />this Resolution, failure of the City to comply with the Continuing Disclosure Certificate will not <br />be considered an event of default with respect to the Bonds; however, any Bondholder may take <br />such actions as may be necessary and appropriate, including seeking mandate or specific <br />performance by court order, to cause the City to comply with its obligations under this section. <br />9.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure <br />Certificate executed by the Mayor and City Administrator and dated the date of issuance and <br />delivery of the Bonds, as originally executed and as it may be amended from time to time in <br />accordance with the terms thereof. <br />Section 10. Defeasance. <br />10.01. When all Bonds and all interest thereon, have been discharged as provided in this <br />section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds <br />will cease, except that the pledge of the full faith and credit of the City for the prompt and full <br />payment of the principal of and interest on the Bonds will remain in full force and effect. The City <br />may discharge all Bonds which are due on any date by depositing with the Registrar on or before <br />that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, <br />it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment <br />thereof in full with interest accrued to the date of such deposit. <br />