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registered owner 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 its nominee as registered owner of the Bonds, on the applicable payment date. Transfer of ownership interest in the Bonds shall be made by DTC and its participants (the "Participants "), acting as nominees of the beneficial owners of the Bonds in accordance with rules specified by DTC and its Participants. The City shall comply with the agreements set forth in the City's Letter of Representations to DTC. Replacement Bonds (the "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: (i) DTC determines not to continue to act as securities depository for the Bonds; The City has determined not to continue to use DTC as the securities depository for the Bonds; or The City has determined not to continue the book -entry system of transfer. Upon occurrence of the event described in (i) 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 in Exhibit A attached hereto. Principal of and interest on the Replacement Bonds shall be payable as provided in this Ordinance and in the Bonds and such Replacement Bonds will be transferable in accordance with the provisions of paragraphs 10 and 11 of this Ordinance and the Bonds. 7. Appointment of Registrar and Paving Agent. The City Representative is hereby authorized and directed to appoint a Registrar and Paying Agent for the Bonds, which may be a bank or other financial institution capable of performing such duties, and as long as the Bonds are in book entry form, such Registrar and Paying Agent may be the Chief Financial Officer. The City Representative may appoint a subsequent Registrar or one or more Paying Agents for the Bonds by giving written notice to the owners of the Bonds specifying the name and location of the principal office of any such Registrar or Paying Agent. 8. Execution and Delivery of Bonds. The City Manager and the Clerk of the City are hereby authorized and directed to execute the Bonds, to affix the seal of the City thereto, and to deliver the Bonds to the purchaser thereof upon payment of the purchase price. The City Manager or the Clerk, or both, may execute and affix the seal, as applicable, by facsimile, provided, however, that if the signatures of the City Manager and the Clerk are both by facsimile, the Bonds shall not be valid until signed at the foot thereof by the manual signature of the Registrar. 9. CUSIP Numbers. The Bonds sold to the public shall have CUSIP identification numbers printed thereon. No such number shall constitute a part of the contract evidenced by the