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Registered ownership of such immobilized Bonds, or any portions thereof, may not thereafter be <br /> transferred except (A) to any successor of DTC or its nominee, provided that any such successor <br /> shall be qualified under any applicable laws to provide the service proposed to be provided by it; <br /> (B)to any substitute depository appointed by the Chief Financial Officer pursuant to <br /> subsection (2) below or such substitute depository's successor; or (C) to any person as provided <br /> in subsection(4) below. <br /> (2) Upon the resignation of DTC or its successor (or any substitute depository <br /> or its successor) from its functions as depository or a determination by the Chief Financial <br /> Officer to discontinue the system of book entry transfers through DTC or its successor (or any <br /> substitute depository or its successor), the Chief Financial Officer may hereafter appoint a <br /> substitute depository. Any such substitute depository shall be qualified under any applicable <br /> laws to provide the services proposed to be provided by it. <br /> (3) In the case of any transfer pursuant to clause (A) or (B) of subsection(1) <br /> above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together with a written <br /> request on behalf of the Chief Financial Officer, issue a single new Bond for each maturity then <br /> outstanding, registered in the name of such successor or such substitute depository, or their <br /> nominees, as the case may be, all as specified in such written request of the Chief Financial <br /> Officer. <br /> (4) In the event that (A) DTC or its successor (or substitute depository or its <br /> successor) resigns from its functions as depository, and no substitute depository can be obtained, <br /> or (B) the Chief Financial Officer determines that it is in the best interest of the beneficial <br /> owners of the Bonds that such owners be able to obtain such bonds in the form of Bond <br /> certificates, the ownership of such Bonds may then be transferred to any person or entity as <br /> -9- 502395238 v2 <br />