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