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<br />by the registered owner or assignee or assignees thereof, or its or their duly authorized attorneys or <br />representatives, with guarantees of signatures satisfactory to the Paying Agent/Registrar, for a Certificate <br />or Certificates of the same maturity and interest rate and in any authorized denomination and in an aggregate <br />principal amount equal to the unpaid principal amount of the Certificate presented for exchange. If a portion <br />of any Certificate is redeemed prior to its scheduled maturity as provided herein, a substitute Certificate or <br />Certificates having the same maturity date, bearing interest at the same rate, in the denomination or <br />denominations of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate <br />principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon <br />surrender thereoffor cancellation. To the extent possible, a new Certificate or Certificates shall be delivered <br />by the Paying Agent/Registrar to the registered owner of the Certificate or Certificates in not more than three <br />business days after receipt of the Certificate to be exchanged in proper form and with proper instructions <br />directing such exchange. <br /> <br />(d) Each Certificate issued in exchange for any Certificate or portion thereof assigned, <br />transferred or converted shall have the same principal maturity date and bear interest at the same rate as the <br />Certificate for which it is being exchanged. Each substitute Certificate shall bear a letter and/or number to <br />distinguish it from each other Certificate. The Paying Agent/Registrar shall convert and exchange the <br />Certificates as provided herein, and each substitute Certificate delivered in accordance with this Section shall <br />constitute an original contractual obligation of the City and shall be entitled to the benefits and security of <br />this Ordinance to the same extent as the Certificate or Certificates in lieu ofwhich such substitute Certificate <br />is delivered. <br /> <br />(e) The City will pay the Paying Agent/Registrar's reasonable and customary charge for the <br />initial registration or any subsequent transfer, exchange or conversion of Certificates, but the Paying <br />AgentlRegistrar will require the Owner to pay a sum sufficient to cover any tax or other governmental charge <br />that is authorized to be imposed in connection with the registration, transfer, exchange or conversion of a <br />Certificate. In addition, the City hereby covenants with the Owners of the Certificates that it will (i) pay the <br />reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with <br />respect to the payment ofthe principal of and interest on the Certificates, when due, and (ii) pay the fees and <br />charges ofthe Paying AgentlRegistrar for services with respect to the transfer, registration, conversion and <br />exchange of Certificates as provided herein. <br /> <br />(t) Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any <br />Certificate called for redemption, in whole or in part, within 45 days of the date fixed for redemption; <br />provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled <br />balance of a Certificate. <br /> <br />Section 3.07. Cancellation and Authentication. <br /> <br />(a) All Certificates paid or redeemed before scheduled maturity in accordance with this <br />Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates are <br />authenticated and delivered in accordance with this Ordinance, shall be canceled and destroyed upon the <br />making of proper records regarding such payment, redemption, exchange or replacement. The Paying <br />Agent/Registrar shall periodically furnish the City with certificates of destruction of such Certificates. <br /> <br />(b) Each substitute Certificate issued pursuant to the provisions of Sections 3 .06 and 3 .09 of this <br />Ordinance, in conversion of and exchange for or replacement of any Certificate or Certificates issued under <br />this Ordinance, shall have printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form <br /> <br />R ISANMARICO.OO\Docs\FlNAL\ORDCO.WPD <br /> <br />9 <br />