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<br />City C <br />in the <br />DTC <br />event <br />other <br />determ <br />notice <br />In suc <br />Regist <br />hereof <br /> <br /> <br />,04. Transfers Outside Book-Entry System. In the event the City, by resolution of the <br />cil, determines that it is in the best interests of the persons having beneficial interests <br />nds that they be able to obtain Bond certificates, the City will notify DTC, whereupon <br />. I notify the Participants, of the availability through DTC of Bond certificates. In such <br />City will issue, transfer and exchange Bond certificates as requested by DTC and any <br />istered owners in accordance with the provisions of this Resolution. DTC may <br />e to discontinue providing its services with respect to the Bonds at any time by giving <br />the City and discharging its responsibilities with respect thereto under applicable law. <br />event, if no successor securities depository is appointed, the City will issue and the <br />will authenticate Bond certificates in accordance with this resolution and the provisions <br />'11 apply to the transfer, exchange and method of payment thereof. <br /> <br />to the <br />payme <br />respect <br />Operat <br /> <br />.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution <br />ntrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, <br />s with respect to principal of, premium, if any, and interest on the Bond and notices with <br />o the Bond will be made and given, respectively in the manner provided in DTC's <br />nal Arrangements, as set forth in the Representation Letter. <br /> <br />ection 8. <br /> <br />Continuing Disclosure. <br /> <br />the pr <br />this R <br />be con <br />such <br />perfo <br /> <br /> <br />.01. The City hereby covenants and agrees that it will comply with and carry out all of <br />isions of the Continuing Disclosure Certificate. Notwithstanding any other provision of <br />lution, failure of the City to comply with the Continuing Disclosure Certificate is not to <br />dered an event of default with respect to the Bonds; however, any Bondholder may take <br />tions as may be necessary and appropriate, including seeking mandate or specific <br />ce by court order, to cause the City to comply with its obligations under this section. <br /> <br />.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure <br />te executed by the Mayor and City Manager and dated the date of issuance and delivery <br />onds, as originally executed and as it may be amended from time to time in accordance <br />terms thereof. <br /> <br />Defeasance. <br /> <br />.01. When all Bonds and all interest thereon, have been discharged as provided in this <br />sectio ,all pledges, covenants and other rights granted by this resolution to the holders of the Bonds <br />will c e, except that the pledge of the full faith and credit of the City for the prompt and full <br />payme of the principal of and interest on the Bonds will remain in full force and effect. The City <br />may d charge all Bonds which are due on any date by depositing with the Registrar on or before <br />that d a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, <br />it may evertheless be discharged by depositing with the Registrar a sum sufficient for the payment <br />thereo n full with interest accrued to the date of such deposit. <br /> <br />15 <br />