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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 conversion <br />and exchange of any Bond or portion thereof, and the Paying Agent /Registrar shall provide for the <br />printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said <br />Bonds shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter <br />1201, Government Code, as amended, the duty of conversion and exchange of Bonds as aforesaid is <br />hereby imposed upon the Paying Agent /Registrar, and, upon the execution of said Bond, the converted <br />and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the <br />same effect as the Bonds that initially were issued and delivered pursuant to this Ordinance, approved <br />by the Attorney General and registered by the Comptroller of Public Accounts. <br />(b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying <br />Agent /Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as <br />provided in this Ordinance. The Paying Agent /Registrar shall keep proper records of all payments <br />made by the Issuer and the Paying Agent /Registrar with respect to the Bonds, and of all conversions <br />and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in <br />the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, <br />a new record date for such interest payment (a "Special Record Date ") will be established by the <br />Paying Agent /Registrar, if and when funds for the payment of such interest have been received from <br />the Issuer. Notice of the past due interest shall be sent at least five (5) business days prior to the <br />Special Record Date by United States mail, first -class postage prepaid, to the address of each <br />registered owner appearing on the Registration Books at the close of business on the last business day <br />next preceding the date of mailing of such notice. <br />(c) In General. The Bonds (1) shall be issued in fully registered form, without interest coupons, <br />with the principal of and interest on such Bonds to be payable only to the registered owners thereof, <br />(ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying <br />Agent /Registrar by the Issuer at least 50 days prior to any such redemption date), (iii) may be <br />converted and exchanged for other Bonds, (iv) may be transferred and assigned, (v) shall have the <br />characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and <br />interest on the Bonds shall be payable, and (viii) shall be administered and the Paying Agent /Registrar <br />and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, <br />and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this <br />Ordinance. The Bond initially issued and delivered pursuant to this Ordinance is not required to be, <br />and shall not be, authenticated by the Paying Agent /Registrar, but on each substitute Bond issued in <br />conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying <br />Agent /Registrar shall execute the PAYING AGENT /REGISTRAR'S AUTHENTICATION <br />CERTIFICATE, in the form set forth in the FORM OF BOND. <br />(d) Paying Agent /Registrar for the Bonds. 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 and <br />legally qualified bank, trust company, financial institution, or other entity to act as and perform the <br />services of Paying Agent /Registrar for the Bonds under this Ordinance, and that the Paying <br />Agent /Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the <br />Paying Agent /Registrar upon not less than 75 days written notice to the Paying Agent /Registrar, to <br />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 Agent /Registrar (or its successor by merger, <br />acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that <br />4 <br />