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