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7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City <br />Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds <br />that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the <br />Participants, of the availability through DTC of Bond certificates. In such event the City will issue, <br />transfer and exchange Bond certificates as requested by DTC and any other registered owners in <br />accordance with the provisions of this Resolution. DTC may determine to discontinue providing its <br />services 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 securities <br />depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in <br />accordance with this resolution and the provisions hereof will apply to the transfer, exchange and <br />method of payment thereof. <br /> <br /> 7.05. 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, payments <br />with respect to principal of, premium, if any, and interest on the Bond and all notices with respect to <br />the Bond will be made and given, respectively in the manner provided in DTC’s Operational <br />Arrangements, as set forth in the Representation Letter. <br /> <br /> Section 8. Continuing Disclosure. <br /> <br /> 8.01. Execution of Continuing Disclosure Certificate. For purposes of this Section, <br />“Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by <br />the Mayor and City Clerk and dated the date of issuance and delivery of the Bonds, as originally <br />executed and as it may be amended from time to time in accordance with the terms thereof. <br /> <br /> 8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby <br />covenants and agrees that it will comply with and carry out all of the provisions of the Continuing <br />Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to <br />comply with the Continuing Disclosure Certificate is not to be considered an event of default with <br />respect to the Bonds; however, any Bondholder may take such actions as may be necessary and <br />appropriate, including seeking mandate or specific performance by court order, to cause the City to <br />comply with its obligations under this section. <br /> <br /> Section 9. Defeasance. When all the Bonds, and all interest thereon, have been discharged <br />as provided in this section, all pledges, covenants, and other rights granted by this resolution to the <br />holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the <br />prompt and full payment of the principal of and interest on the Bonds will remain in full force and <br />effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on <br />or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid <br />when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the <br />payment thereof in full with interest accrued to the date of such deposit. <br />603216v1EL185-44 <br />9 <br /> <br />