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<br />, <br /> <br />, . <br /> <br />owners, as shown in the registration books kept by the Bond Registrar, and all such payments will <br />be 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 ofthe sum or sums so paid. No <br />person other than a registered owner of Bonds, as shown in the registration books kept by the Bond <br />Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon <br />delivery by DTC to the Acting City Manager 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 refer <br />to such new nominee of DTC; and upon receipt of such a notice, the Acting City Manager will <br />promptly deliver a copy ofthe same to the Bond Registrar and Paying Agent. <br /> <br />9.03. Representation Letter. The City has heretofore executed and delivered to DTC a <br />Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of <br />principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any <br />Paying Agent or Bond 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 with <br />respect to the Bond Registrar and Paying Agent, respectively, to be complied with at all times. <br /> <br />9.04. 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 City <br />and discharging its responsibilities with respect thereto under applicable law. In such event, ifno <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 />9.05. 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 /> <br />Section 10. Continuing Disclosure. <br /> <br />10.01. Participating underwriters need not comply with the continuing disclosure <br />requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the <br />Securities Exchange Act of 1934 (the "Rule"), because the offering is in a principal amount less <br />than $1,000,000. Consequently, the City will not enter into any undertaking to provide continuing <br />disclosure of any kind with respect to the Bonds. <br /> <br />DJK-165146 <br />NEl36-152 <br />