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<br />originally was issued pursuant to this Ordinance, approved by the Attorney General, and registered by the
<br />Comptroller of Public Accounts. The Issuer shall pay the Paying Agent/Registrar's standard or customary
<br />fees and charges for transferring, converting, and exchanging any Certificate of Obligation or any portion
<br />thereof, but the one requesting any such transfer, conversion, and exchange shall pay any taxes or
<br />governmental charges required to be paid with respect thereto as a condition precedent to the exercise of
<br />such privilege of conversion and exchange. The Paying Agent/Registrar shall not be required to make any
<br />such conversion and exchange or replacement of Certificates of Obligation or any portion thereof (i) during
<br />the period commencing with the close of business on any Record Date and ending with the opening of
<br />business on the next following principal or interest payment date, or, (ii) with respect to any Certificate of
<br />Obligation or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption
<br />date.
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<br />(e) In General All Certificates of Obligation issued in conversion and exchange or replacement of
<br />any other Certificate of Obligation or portion thereof, (i) shall be issued in fully registered form, without
<br />interest coupons, with the principal of and interest on such Certificates of Obligation to be payable only to the
<br />registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
<br />and assigned, (iv) may be converted and exchanged for other Certificates of Obligation, (v) shall have the
<br />characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Certificates of
<br />Obligation shall be payable, all as provided, and in the manner required or indicated, in the FORM OF
<br />SUBSTITUTE CERTIFICATE OF OBLIGATION set forth in this Ordinance.
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<br />(f) Payment of Fees and Charges. The Issuer hereby covenants with the registered owners of the
<br />Certificates of Obligation that it will (i) pay the standard or customary fees and charges of the Paying
<br />AgentJRegistrar for its services with respect to the payment of the principal of and interest on the Certificates
<br />of Obligation, when due, and (ii) pay the fees and charges of the Paying AgentJRegistrar for services with
<br />respect to the transfer of registration of Certificates of Obligation, and with respect to the conversion and
<br />exchange of Certificates of Obligation solely to the extent above provided in this Ordinance.
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<br />(g) Substitute Paying AgentJRegistrar. The Issuer covenants with the registered owners of the
<br />Certificates of Obligation that at all times while the Certificates of Obligation are outstanding the Issuer will
<br />provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as
<br />and perform the services of Paying Agent/Registrar for the Certificates of Obligation under this Ordinance,
<br />and that the Paying AgentJRegistrar will be one entity. The Issuer reserves the right to, and may, at its option,
<br />change the Paying AgentJRegistrar upon not less than 120 days written notice to the Paying Agent/Registrar,
<br />to be effective not later than 60 days prior to the next principal or interest payment date after such notice.
<br />In the event that the entity at any time acting as Paying AgentJRegistrar (or its successor by merger,
<br />acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that
<br />promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other
<br />agency to act as Paying AgentJRegistrar under this Ordinance. Upon any change in the Paying
<br />Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration
<br />Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates of
<br />Obligation, to the new Paying AgentJRegistrar designated and appointed by the Issuer. Upon any change in
<br />the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new
<br />Paying Agent/Registrar to each registered owner of the Certificates of Obligation, by United States mail, first-
<br />class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
<br />accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed
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