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Paying Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds <br />will agree to take all action necessary for all representations of the City in the Representation <br />letter with respect to the Bond Registrar and Paying Agent, respectively, to be complied with at <br />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 certificate, 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 owner in accordance with the provisions of this Resolution. DTC may determine <br />to discontinue providing its services with respect to the Bonds at any time by giving notice to the <br />City and discharging its responsibilities with respect thereto under applicable law. In such event, <br />if no successor securities depository is appointed, the City will issue and the Bond Registrar will <br />authenticate Bond certificates in accordance with this resolution and the provisions hereof will <br />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 all notices <br />with 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. 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 is not <br />to be considered an event of default with respect to the Bonds; however, any Bondholder may <br />take 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 />8.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure <br />Certificate executed by the Mayor and City Clerk -Treasurer 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 />DJK108785 <br />LN140-52 <br />