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o i i The P ing Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Bond Itegistrar, and all such payments will be valid and effectual to fully satisfy and discharge the Ci 's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds o the extent of the sum or sums so paid. No person other than a registered owner of Bonds s shown in the registration books kept by the Bond Registrar, will receive a certificated Bond ciridencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a writt notice to the effect that DTC has determined to substitute a new nominee in place of Cede Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt of suc I a notice, the City Manager will promptly deliver a copy of the same to the Bond Registr~w and Paying Agent. 1 ~.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blank Issuer Letter of Representations (Representation Letter) which shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Repre ntation letter with respect to the Bond Registrar and Paying Agent, respectively, to be compl d with at all times. 04. Transfers Outside Book-Entry System. In the event the City, by resolution of the city uncil, determines that it is in the best interests of the persons having beneficial interests in the onds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC ll notify the Participants, of the availability through DTC of Bond certificates. In such event e City will issue, transfer and exchange Bond certificates as requested by DTC and any other gistered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice o 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 Bond Regis r will authenticate Bond certificates in accordance with this resolution and the provisions hereof, ll apply to the transfer, exchange and method of payment thereof. 7.05. Payments 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, paym is 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 Opera onal Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. City Compliance with Provisions of Continuing _Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Conti ing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an ev it of default with respect to the Bonds; however, any Bondholder may take such actions as 1 310082v 7B NE136-215 14 (i 4