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<br />AS PROVIDED above and in the Certificate of Obligation Ordinance, this Certificate of <br />Obligation, to the extent of the unpaid or uruedeemed principal balance hereof, may be converted <br />into and exchanged for a like aggregate principal amount of fully registered certificates of obligation, <br />without interest coupons, payable to the assignee or assignees duly designated in writing by the <br />initial registered owner hereof, or to the initial registered owner as to any portion of this Certificate <br />of Obligation which is not being assigned and transferred by the initial registered owner, in any <br />denomination or denominations in any integral multiple of$5,000 (subject to the requirement here- <br />inafter stated that each substitute certificate of obligation issued in exchange for any portion of this <br />Certificate of Obligation shall have a single stated principal maturity date), upon surrender of this <br />Certificate of Obligation to the Paying Agent/Registrar for cancellation, all in accordance with the <br />form and procedures set forth in the Certificate of Obligation Ordinance. If this Certificate of <br />Obligation or any portion hereof is assigned and transferred or converted each certificate of <br />obligation issued in exchange for any portion hereof shall have a single stated principal maturity date <br />corresponding to the due date of the installment of principal of this Certificate of Obligation or <br />portion hereof for which the substitute certificate of obligation is being exchanged, and shall bear <br />interest at the rate applicable to and borne by such installment of principal or portion thereof. Such <br />certificates of obligation, respectively, shall be subject to redemption prior to maturity on the same <br />dates and for the same prices as the corresponding installment of principal of this Certificate of <br />Obligation or portion hereof for which they are being exchanged. No such certificate of obligation <br />shall be payable in installments, but shall have only one stated principal maturity date. AS <br />PROVIDED IN THE CERTIFICATE OF OBLIGATION ORDINANCE, THIS CERTIFICATE OF <br />OBLIGATION IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED OR <br />CONVERTED ONCE ONLY, and to one or more assignees, but the certificates of obligation issued <br />and delivered in exchange for this Certificate of Obligation or any portion hereof may be assigned, <br />transferred and converted, subsequently, as provided in the Certificate of Obligation Ordinance. The <br />Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, <br />converting, and exchanging this Certificate of Obligation or any portion thereof, but the one <br />requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges <br />required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make <br />any such assignment, conversion, or exchange (i) during the period commencing with the close of <br />business on any Record Date and ending with the opening of business on the next following <br />principal or interest payment date, or, (ii) with respect to any Certificate of Obligation or portion <br />thereof called for prepayment or redemption prior to maturity, within 45 days prior to its prepayment <br />or redemption date. <br /> <br />IN THE EVENT any Paying Agent/Registrar for this Certificate of Obligation is changed <br />by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate <br />of Obligation Ordinance that it promptly will appoint a competent and legally qualified substitute <br />therefor, and promptly will cause written notice thereof to be mailed to the registered owner of this <br />Certificate of Obligation. <br /> <br />IT IS HEREB Y certified, recited, and covenanted that this Certificate of Obligation has been <br />duly and validly authorized, issued, sold, and delivered; that all acts, conditions, and things required <br /> <br />7 <br />