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accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method <br />of payment thereof. <br />8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the <br />contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with <br />respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will <br />be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth <br />in the Representation Letter. <br />Section 9. Continuing Disclosure. <br />9.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" <br />means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator and <br />dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended <br />from time to time in accordance with the terms thereof. <br />9.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby <br />covenants and agrees that it will comply with and carry out all of the provisions of the Continuing <br />Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to <br />comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect <br />to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, <br />including seeking mandate or specific performance by court order, to cause the City to comply with its <br />obligations under this section. <br />Section 10. Defeasance. When all Bonds and all interest thereon have been discharged as <br />provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the <br />Bonds 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 may <br />discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum <br />sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be <br />discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest <br />accrued to the date of such deposit. <br />459994v1 JAE LN140-115 <br />11 <br />