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of the Bonds, and immobilized in the custody of DTC. One fully-registered Bond in typewritten <br /> <br />or printed form for the principal amount of each maturity of the Bonds shall be registered to <br /> <br />Cede & Co. Beneficial owners of the Bonds shall not receive physical delivery of the Bonds. <br /> <br />Principal, premium, if any, and interest payments on the Bonds shall be made to DTC or its <br /> <br />nominee as registered owner of the Bonds on the applicable payment date. <br /> <br /> Transfer of ownership interest in the Bonds shall be made by DTC and its participants <br /> <br />(the "Participants"), acting as nominees of the beneficial owners of the Bonds in accordance with <br /> <br />rules specified by DTC and its Participants. The City shall notify DTC of any notice required to <br /> <br />be given pursuant to this Resolution or the Bonds not less than fifteen (15) calendar days prior to <br /> <br />the date upon which such notice is required to be given. The City shall also comply with the <br /> <br />agreements set forth in the City's Letter of Representations to DTC. <br /> <br /> Replacement Bonds (the "Replacement Bonds") shall be issued directly to beneficial <br /> <br />owners of the Bonds rather than to DTC or its nominee but only in the event that: <br /> <br /> (i) DTC determines not to continue to act as securities depository for the <br />Bonds; or <br /> <br /> (ii) The City has determined not to continue to use DTC as the securities <br /> <br />depository for the Bonds; or <br /> <br /> (iii) The City has determined not to continue the book-entry system of transfer. <br /> <br />Upon occurrence of the event described in (i) or (ii) above, the City shall attempt to <br /> <br />locate another qualified securities depository. If the City fails to locate another qualified <br /> <br />securities depository to replace DTC or upon the occurrence of the event described in (iii) above, <br /> <br />the City shall execute and deliver Replacement Bonds substantially in the form set forth in <br /> <br />Exhibit A attached hereto. Principal of and interest on the Replacement Bonds shall be payable <br /> <br /> -4- <br /> <br /> <br />