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3 <br /> depository, or their nominees, as the case may be, all as specified in such written request of the <br /> Designated Representative. <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 Designated Representative determines that it is'.in the best interest of the beneficial <br /> owners of the Bonds of a series that such owners be able to obtain such bonds in the form of <br /> Bond certificates, the ownership of such Bonds may then be transferred to any person or entity as <br /> herein provided, and shall no longer be held in fully-immobilized form. The Designated <br /> Representative shall deliver a written request to the Registrar, together with a supply of <br /> definitive Bonds, to issue Bonds as herein provided in any authorized denomination. Upon <br /> receipt by the Registrar of all then outstanding Bonds of a series together with a written request <br /> of the Designated Representative to the Registrar, new Bonds of that series shall be issued in the <br /> appropriate denominations and registered in the names of such persons as are requested in such <br /> written request. <br /> (e) Registration of Transfer of Ownership or Exchange; Change in Denominations. <br /> The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any <br /> such Bond shall be valid unless it is surrendered to the Registrar with the assignment form <br /> appearing on such Bond duly executed by the Registered Owner or such Registered Owner's <br /> duly authorized agent in a manner satisfactory to the Registrar. Upon such surrender, the <br /> Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge to <br /> the Registered Owner or transferee therefor, a new Bond (or Bonds at the option of the new <br /> Registered Owner) of the same date, series, maturity and interest rate and for the same aggregate <br /> principal amount in any authorized denomination, naming as Registered Owner the person or <br /> -28- P:\20287_CM\M20287_880 03125/09 <br />