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<br />6.04. Transfers Outside Book-Entry Svstem. 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 City <br />and discharging its responsibilities with respect thereto under applicable law. In such event, if no <br />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 /> <br />6.05. Pavments to Cede & Co. Notwithstanding any other provision ofthis 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, premiwn, 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 /> <br />Section 7. Continuing Disclosure. <br /> <br />7.01. The City hereby covenants and agrees that it will comply with and carry out all of the <br />provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this <br />Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be <br />considered an event of default with respect to the Bonds; however, any Bondholder may take such <br />actions as may be necessary and appropriate, including seeking mandate or specific performance by <br />court order, to cause the City to comply with its obligations under this section. <br /> <br />7.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure <br />Certificate executed by the Mayor and City Finance Director-Clerk and dated the date of issuance <br />and 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 /> <br />SJB-192210vl <br />NE136-166 <br />