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principal, premium and interest with respect to such Bond, for the purpose of registering transfers <br />with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, <br />premium, if any, and interest on the Bonds only to or on the order of the respective registered <br />owners, as shown in the registration books kept by the Registrar, and all such payments will be <br />valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of <br />principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. <br />No person other than a registered owner of Bonds, as shown in the registration books kept by the <br />Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon <br />delivery by DTC to the City Finance Director of a written notice to the effect that DTC has <br />determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will <br />refer to such new nominee of DTC; and upon receipt of such a notice, the City Finance Director <br />will promptly deliver a copy of the salve to the Registrar and Paying Agent. <br />7.03. Representation Letter. The City has heretofore executed and delivered to DTC a <br />Blanket Issuer Letter of Representations (the "Representation Letter") which will govern payment <br />of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. <br />Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will <br />agree to take all action necessary for all representations of the City in the Representation Letter <br />with respect to the Registrar and Paying Agent, respectively, to be complied with at 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 in <br />the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC <br />will notify the Participants, of the availability through DTC of Bond certificates. In such event the <br />City will issue, transfer and exchange Bond certificates as requested by DTC and any other <br />registered owners in accordance with the provisions of this Resolution. DTC may determine to <br />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 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 to <br />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 8. Continuing Disclosure. <br />8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City <br />hereby covenants and agrees that it will comply with and carry out all of the provisions of the <br />Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure <br />of the City to comply with the Continuing Disclosure Certificate will not be considered an event <br />of default with respect to the Bonds; however, any Bondholder may take such actions as may be <br />LA515-142-950087.v2 <br />