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Except as provided in Section 4(c) hereof, an authorized representative of the Paying
<br />Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and
<br />no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The
<br />Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion
<br />and exchange. No additional ordinances, orders or resolutions need be passed or adopted by the
<br />governing body of the Issuer or any other body or person so as to accomplish the foregoing
<br />conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall
<br />provide for the printing, execution and delivery of the substitute Bonds in the manner prescribed
<br />herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of conversion
<br />and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon
<br />the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and
<br />enforceable in the same manner and with the same effect as the Bonds which initially were issued
<br />and delivered pursuant to this Resolution, approved by the Attorney General, and registered by the
<br />Comptroller.
<br />(b) Pavment of Bonds and Interest. The Issuer hereby further appoints the Paying
<br />AgendRegistrar to act as the paying agent for paying the principal of and interest on the Bonds, all
<br />as provided in this Resolution. The Paying Agent/Registrar shall keep proper records of all
<br />payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all
<br />conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Resolution.
<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 Issuer. Notice of the Special Record Date and of the scheduled payment date
<br />of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
<br />five (5) business days prior to the Special Record Date by United States mail, first-class postage
<br />prepaid, to the address of each registered owner appearing on the Registration Books at the close
<br />of business on the last business day next preceding the date of mailing of such notice.
<br />(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
<br />coupons, with the principal of and interest on such Bonds to be payable only to the registered owners
<br />thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Bonds,
<br />(iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the
<br />principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the
<br />Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to
<br />the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM
<br />OF BOND set forth in this Resolution. The Bond initially issued and delivered pursuant to this
<br />Resolution is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but
<br />on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under
<br />this Resolution the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
<br />AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
<br />(d) Substitute Pa i~ ng A e~ntlRe ig~ s,_. trar• The Issuer covenants with the registered owners
<br />of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent
<br />and legally qualified bank, trust company, financial institution or other agency to act as and perform
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