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(d) Use of Depository. <br /> (i) The Bonds shall be registered initially in the name of CEDE& <br /> Co., as nominee of DTC, with a single Bond for each maturity in a denomination equal to the <br /> total principal amount of such maturity. Registered ownership of such immobilized Bonds, or <br /> any portions thereof, may not thereafter be transferred except (A) to any successor of DTC or its <br /> nominee, provided that any such successor shall be qualified under any applicable laws to <br /> provide the service proposed to be provided by it; (B)to any substitute depository appointed by <br /> the City pursuant to subsection(ii) below or such substitute depository's successor; or(C) to any <br /> person as provided in subsection(iv)below. <br /> (ii) Upon the resignation of DTC or its successor (or any substitute <br /> depository or its successor) from its functions as depository or a determination by the City to <br /> discontinue the system of book entry transfers through DTC or its successor (or any substitute <br /> depository or its successor), the City may appoint a substitute depository. Any such substitute <br /> depository shall be qualified under any applicable laws to provide the services proposed to be <br /> provided by it. <br /> (iii) In the case of any transfer pursuant to clause(A) or (B) of <br /> subsection(i) above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together <br /> with a written request on behalf of the City, issue a single new Bond for each maturity then <br /> outstanding, registered in the name of such successor or substitute depository, or its nominee, all <br /> as specified in such written request of the City. <br /> (iv) In the event that (A)DTC or its successor (or substitute depository <br /> or its successor) resigns from its functions as depository, and no substitute depository can be <br /> obtained, or (B)the City determines that it is in the best interest of the beneficial owners of the <br /> -7- scot s.00c <br />