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customary xveight and strength. Pursuant to Chapter 1207, Texas Govemment Code, the duty of conversion
<br />and exchange or replacement of Bonds as aforesaid is hereby imposed upon the Paying AgenffRegistrar, and,
<br />upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the convened and
<br />exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and xvith the
<br />same effect as the Initial Bond xvhich originally xvas issued pursuant to this Ordinance, approved by the
<br />Attomey General, and registered by the Comptroller of Public Accounts. The Issuer shall pay the Paying
<br />Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any
<br />Bond or any portion thereof, but the one requesting any such transfer, conversion, and exchange shall pay
<br />any taxes or govemmental charges required to be paid xvith respect thereto as a condition precedent to the
<br />exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall not be required to
<br />make any such conversion and exchange or replacement of Bonds or any portion thereof (i) during the period
<br />commencing xvith the close of business on any Record Date and ending xvith the opening of business on the
<br />next folloxving principal or interest payment date, or, (ii) xvith respect to any Bond or portion thereof called
<br />for redemption prior to maturity, xvithin 45 days prior to its redemption date.
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<br /> (e) In General All Bonds issued in conversion and exchange or replacement of any other Bond or
<br />portion thereof, (i) shall be issued in fully registered form, xvithout interest coupons, xvith the principal of and
<br />interest on such Bonds to be payable only to the registered oxvners thereof, (ii) may be redeemed prior to their
<br />scheduled maturities, (iii) may be transferred and assigned, (iv) may be convened and exchanged for other
<br />Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest
<br />on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF
<br />SUBSTITUTE BOND set forth in this Ordinance.
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<br /> (f) Payment of Fees and Charges. The Issuer hereby covenants xvith the registered oxvners of the
<br />Bonds that it xvill (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for its
<br />services xvith respect to the payment of the principal of and interest on the Bonds, xvhen due, and (ii) pay the
<br />fees and charges of the Paying Agent/Registrar for services xvith respect to the transfer of registration of
<br />Bonds, and xvith respect to the conversion and exchange of Bonds solely to the extent above provided in this
<br />Ordinance.
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<br /> (g) Substitute Paving Agenl/ReCstrar. The Issuer covenants xvith the registered oxvners of the
<br />Bonds that at all times xvhile the Bonds are outstanding the Issuer xvill provide a competent and legally
<br />qualified bank, trust company, financial institution, or other agency to act as and perform the services of
<br />Paying Agenl/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar ~vill be one
<br />entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not
<br />less than 120 days xvritten notice to the Paying Agenl/Registrar, to be effective not later than 60 days prior
<br />to the next principal or interest payment date after such notice. In the event that the entity at any time acting
<br />as Paying Agenl/Registrar (or its successor by merger, acquisition, or other method) should resign or
<br />otherxvise cease to act as such, the Issuer covenants that promptly it xvill appoint a competent and legally
<br />qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under
<br />this Ordinance. Upon any change in the Paying AgenffRegistrar, the previous Paying Agent/Registrar
<br />promptly shall transfer and deliver the Registration Books (or a copy thereof), along xvith all other pertinent
<br />books and records relating to the Bonds, to the nexv Paying Agenl/Registrar designated and appointed by the
<br />Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly xvill cause a xvritten notice
<br />thereof to be sent by the nexv Paying Agenl/Registrar to each registered oxvner of the Bonds, by United
<br />States mail, first-class postage prepaid, xvhich notice also shall give the address of the nexv Paying
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