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(e) Use of DTC/Book-Entry System. <br /> (1) Bonds Registered in the Name Designated by DTC. The Bonds <br /> shall be registered initially in the name of"CEDE & Co.," as nominee of DTC, with one Bond <br /> maturing on the Maturity Date in a denomination corresponding to the total principal therein <br /> designated to mature on such date. Registered ownership of such immobilized Bonds, or any <br /> portions thereof, may not thereafter be transferred except (i)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; (ii) to any substitute Securities Depository <br /> appointed by the Council pursuant to subsection(2) below or such substitute Securities <br /> Depository's successor; or(iii) to any person as provided in paragraph(4) below. <br /> (2) Substitute Depository. Upon the resignation of DTC or its <br /> successor (or any substitute Securities Depository or its successor) from its functions as <br /> Securities Depository or a determination by the Council that it is no longer in the best interest of <br /> Beneficial Owners to continue the system of book entry transfers through DTC or its successor <br /> (or any substitute Securities Depository or its successor), the Council may hereafter appoint a <br /> substitute Securities Depository. Any such substitute Securities Depository shall be qualified <br /> under any applicable laws to provide the services proposed to be provided by it. <br /> (3) Issuance of New Bonds to Successor/Substitute Depository. In the <br /> case of any transfer pursuant to clause (i) or (ii) of paragraph(e)(1) above, the Registrar shall, <br /> upon receipt of all outstanding Bonds, together with a written request on behalf of the Council, <br /> issue a single new Bond for each maturity of such Bonds then Outstanding, registered in the <br /> name of such successor or such substitute Securities Depository, or their nominees, as the case <br /> may be, all as specified in such written request of the Council. <br /> -19- P•\CMW\CMW4ZL 11/20/01 <br />