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exchange of Notes as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
<br />execution of said Note, the converted and exchanged Note shall be valid, incontestable, and
<br />enforceable in the same manner and with the same effect as the Notes that initially were issued
<br />and delivered pursuant to this Ordinance, approved by the Attorney General (the "Attorney
<br />General") of the State of Texas (the "State") and registered by the Comptroller of Public Accounts
<br />of the State (the "Comptroller").
<br />(c) Payment of Notes 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 Notes, all
<br />as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
<br />payments made by the City and the Paying Agent/Registrar with respect to the Notes, and of all
<br />conversions and exchanges of Notes, and all replacements of Notes, as provided in this Ordinance.
<br />However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
<br />days thereafter, a new record date for such interest payment (a "Special Record Date") will be
<br />established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
<br />been received from the City. Notice of the past due interest shall be sent at least five (5) business
<br />days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
<br />address of each registered owner appearing on the Registration Books at the close of business on
<br />the last business day next preceding the date of mailing of such notice.
<br />(d) In General. The Notes (i) shall be issued in fully registered form, without interest
<br />coupons, with the principal of and interest on such Notes to be payable only to the registered
<br />owners thereof, (ii) may be converted and exchanged for other Notes, (iii) may be transferred and
<br />assigned, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated,
<br />(vi) the principal of and interest on the Notes shall be payable, and (vii) shall be administered and
<br />the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect
<br />to the Notes, all as provided, and in the manner and to the effect as required or indicated, in the
<br />Form of Note set forth in Exhibit A to this Ordinance. The Note initially issued and delivered
<br />pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying
<br />Agent/Registrar, but on each substitute Note issued in conversion of and exchange for any Note
<br />or Notes issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING
<br />AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the Form
<br />of Note.
<br />(e) The City covenants with the registered owners of the Notes that at all times while
<br />the Notes are outstanding the City will provide a competent and legally qualified bank, trust
<br />company, financial institution, or other entity to act as and perform the services of Paying
<br />Agent/Registrar for the Notes under this Ordinance, and that the Paying Agent/Registrar will be
<br />one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar
<br />upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later
<br />than 60 days prior to the next principal or interest payment date after such notice. In the event that
<br />the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or
<br />other method) should resign or otherwise cease to act as such, the City covenants that promptly it
<br />will appoint a competent and legally qualified bank, trust company, financial institution, or other
<br />agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying
<br />Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
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