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The City shall have the right to inspect the Registration Books during regular business hours of
<br />the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration
<br />Books confidential and, unless otherwise required by law, shall not permit their inspection by any
<br />other entity. The City shall pay the Paying Agent/Registrar's standard or customary fees and
<br />charges for making such registration, transfer, conversion, exchange and delivery of a substitute
<br />Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of
<br />Certificates shall be made in the manner provided and with the effect stated in the FORM OF
<br />CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or
<br />number to distinguish it from each other Certificate.
<br />(b) Except as provided in Section 3(d) of this Ordinance, an authorized representative
<br />of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually
<br />sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless
<br />such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid
<br />Certificates and Certificates surrendered for conversion and exchange. No additional ordinances,
<br />orders, or resolutions need be passed or adopted by the governing body of the City or any other
<br />body or person so as to accomplish the foregoing conversion and exchange of any Certificate or
<br />portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and
<br />delivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall
<br />be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201,
<br />Government Code, as amended, the duty of conversion and exchange of Certificates as aforesaid
<br />is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate,
<br />the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same
<br />manner and with the same effect as the Certificates that initially were issued and delivered pursuant
<br />to this Ordinance, approved by the Attorney General (the "Attorney General") of the State of Texas
<br />(the "State") and registered by the Comptroller of Public Accounts of the State (the "Comptroller").
<br />(c) Payment of Certificates and Interest. The City hereby further appoints the Paying
<br />Agent/Registrar to act as the paying agent for paying the principal of and interest on the
<br />Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper
<br />records of all payments made by the City and the Paying Agent/Registrar with respect to the
<br />Certificates, and of all conversions and exchanges of Certificates, and all replacements of
<br />Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on
<br />a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
<br />payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
<br />funds for the payment of such interest have been received from the City. Notice of the past due
<br />interest shall be sent at least five (5) business days prior to the Special Record Date by United
<br />States mail, first-class postage prepaid, to the address of each registered owner appearing on the
<br />Registration Books at the close of business on the last business day next preceding the date of
<br />mailing of such notice.
<br />(d) In General. The Certificates (i) shall be issued in fully registered form, without
<br />interest coupons, with the principal of and interest on such Certificates to be payable only to the
<br />registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be
<br />converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v) shall
<br />have the characteristics, (A) shall be signed, sealed, executed and authenticated, (vii) the principal
<br />of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying
<br />Agent/Registrar and the City shall have certain duties and responsibilities with respect to the
<br />Certificates, all as provided, and in the manner and to the effect as required or indicated, in the
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