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<br />i'l <br /> <br />, . <br /> <br /> <br />ther purposes. The Paying Agent will pay all principal of, premium, if any, and interest <br />n the Bonds only to or on the order of the respective registered owners, as shown in the <br />egistration books kept by the Bond Registrar, and all such payments will be valid and <br />ffectual to fully satisfy and discharge the City's obligations with respect to payment of <br />rincipal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so <br />aid. No person other than a registered owner of Bonds, as shown in the registration <br />ooks kept by the Bond Registrar, will receive a certificated Bond evidencing the <br />bligation of this resolution. Upon delivery by DTC to the City Finance Director of a <br />ritten notice to the effect that DTC has determined to substitute a new nominee in place <br />f Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and <br />pon receipt of such a notice, the City Finance Director will promptly deliver a copy of <br />e same to the Bond Registrar and Paying Agent. <br /> <br />.03. Representation Letter. The City has heretofore executed and delivered to DTC a <br />lanket Issuer Letter of Representations (Representation Letter) which shall govern <br />ayment of principal of, premium, if any, and interest on the Bonds and notices with <br />espect to the Bonds. Any Paying Agent or Bond Registrar subsequently appointed by <br />he City with respect to the Bonds will agree to take all action necessary for all <br />epresentations of the City in the Representation letter with respect to the Bond Registrar <br />d Paying Agent, respectively, to be complied with at all times. <br /> <br />7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the <br />ity Council, determines that it is in the best interests of the persons having beneficial <br />interests in the Bonds that they be able to obtain Bond certificates, the City will notify <br />DTC, whereupon DTC will notify the Participants, of the availability through DTC of <br />Bond certificates. In such event the City will issue, transfer and exchange Bond <br />certificates as requested by DTC and any other registered owners in accordance with the <br />rovisions of this Resolution. DTC may determine to discontinue providing its services <br />with respect to the Bonds at any time by giving notice to the City and discharging its <br />responsibilities with respect thereto under applicable law. In such event, if no successor <br />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 <br />hereof will apply to the transfer, exchange and method of payment thereof. <br /> <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 <br />DTC, payments with respect to principal of, premium, if any, and interest on the Bond <br />and notices with respect to the Bond will be made and given, respectively in the manner <br />provided in DTC's Operational Arrangements, as set forth in the Representation Letter. <br /> <br />ISection 8. Continuing Disclosure. <br />! <br /> <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 <br />provision of this Resolution, failure of the City to comply with the Continuing Disclosure <br />Certificate is not to be considered an event of default with respect to the Bonds; however, <br />SJB-252 7vl <br />NE136-1 <br />