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03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter") which shall govern payme of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bo s will agree to take all action necessary for all representations of the City in the Representation letter with respect to the Registrar and Paying Agent, respectively, to be compy with at all times. 104. Transfers Outside Book-Entry System. In the event the City, by resolution of the City C cil, determines that it is in the best interests of the persons having beneficial interests in the nds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC 1 notify the Participants, of the availability through DTC of Bond certificates. In such event City will issue, transfer and exchange Bond certificates as requested by DTC and any other r istered owners in accordance with the provisions of this Resolution. DTC may determ a to discontinue providing its services with respect to the Bonds at any time by giving notice the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registr will authenticate Bond certificates in accordance with this resolution and the provisions hereof, 11 apply to the transfer, exchange and method of payment thereof. .05. Pa means to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payme s with respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operat nal Arrangements, as set forth in the Representation Letter. ection 8. Continuing Disclosure. 11.01. The City hereby covenants and agrees that it will comply with and carry out all of the pr isions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this R lution, failure of the City to comply with the Continuing Disclosure Certificate is not to be con dered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific perforn. ce by court order, to cause the City to comply with its obligations under this section. .02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certifi to executed by the Mayor and City Manager and dated the date of issuance and delivery of the onds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. ection 9. Defeasance. O1. When all Bonds and all interest thereon, have been discharged as provided in this 310072vI ]S NE136-214 16