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<br />ORIGINAL
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<br />Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth
<br />in this Ordinance.
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<br />Section 3. CHARACTERISTICS OF THE BONDS. (a) Registration. Transfer. and Exchange:
<br />Authentication. The City shall keep or cause to be kept at the principal corporate trust office of Chase Bank of
<br />Texas, National Association, Houston, Texas (the "Paying Agent/Registrar") books or records for the registration
<br />of the transfer and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying
<br />Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of
<br />transfers and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe;
<br />and the Paying Agent/Registrar shall make such registrations, transfers, and exchanges as herein provided. The
<br />Mayor and the City Secretary are authorized to enter into a Paying Agent/Registrar Agreement substantially in
<br />the form of Exhibit "A", attached hereto. The Paying Agent/Registrar shall obtain and record in the Registration
<br />Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be
<br />mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar
<br />in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless
<br />such notice has been given. To the extent possible and under reasonable circumstances, all transfers of Bonds
<br />shall be made within three business days after request and presentation thereof. The City shall have the right to
<br />inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the
<br />Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall
<br />not permit their inspection by any other entity. The Paying Agent/Registrar's standard or customary fees and
<br />charges for making such registration, transfer, exchange and delivery of a substitute Bond or Bonds shall be paid
<br />as provided in the FORM OF BOND set forth in this Ordinance. Registration of assignments, transfers, and ex-
<br />changes of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set
<br />forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other
<br />Bond.
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<br />Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar shall, before
<br />the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's Authentication Certificate,
<br />and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying
<br />Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for transfer and exchange. No addi-
<br />tional ordinances, 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 transfer and exchange of any Bond or portion thereof, and the
<br />Paying Agent/ Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the
<br />manner prescribed herein[, and said Bonds shall be of type composition printed on paper with lithographed or
<br />steel engraved borders of customary weight and strength]. Pursuant to Article 717k-6, Vernon's Texas Civil
<br />Statutes, as amended, and particularly Section 6 thereof, the duty of transfer and exchange of Bonds as aforesaid
<br />is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said certificate, the transferred
<br />and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect
<br />as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney
<br />General, and registered by the Comptroller of Public Accounts.
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<br />(b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act
<br />as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The
<br />Paying Agent/ Registrar shall keep proper records of all payments made by the City and the Paying
<br />Agent/Registrar with respect to the Bonds.
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<br />(c) In General. The Bonds (i) shall be issued in fully registered fonn, without interest coupons, with
<br />the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be
<br />redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for
<br />other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed, and authenticated, (vii) shall
<br />have the principal of and interest on the Bonds 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 Bonds, all as pro-
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