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(b) The City hereby further appoints the Paying Agent/Registrar to act as the paying <br /> agent for paying the principal of and interest on the Certificates. The Paying Agent/Registrar <br /> shall keep proper records of all payments made by the City and the Paying Agent/Registrar with <br /> respect to the Certificates, and of all conversions, exchanges and replacements of such <br /> Certificates, as provided in this Ordinance. <br /> (c) The execution and delivery of a Paying Agent/Registrar Agreement, specifying <br /> the duties and responsibilities of the City and the Paying Agent/Registrar, is hereby approved <br /> with such changes as may be approved by the Pricing Officer and the Pricing Officer is hereby <br /> authorized to execute such agreement. <br /> Section 5.02. Qualifications. <br /> Each Paying Agent/Registrar shall be (i) a commercial bank, trust company, or other <br /> entity duly qualified and legally authorized under applicable law, (ii) authorized under such laws <br /> to exercise trust powers, (iii) subject to supervision or examination by a federal or state <br /> governmental authority, and(iv) a single entity. <br /> Section 5.03. Maintaining Paying Agent/Registrar. <br /> (a) At all times while any Certificates are outstanding, the City will maintain a <br /> Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. <br /> (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the <br /> City will promptly appoint a replacement. <br /> Section 5.04. Termination. <br /> The City reserves the right to terminate the appointment of any Paying Agent/Registrar <br /> by delivering to the entity whose appointment is to be terminated a certified copy of a resolution <br /> of the City (i) giving notice of the termination of the appointment and of the Paying <br /> Agent/Registrar Agreement, stating the effective date of such termination, and (ii) appointing a <br /> successor Paying Agent/Registrar; provided that no such termination shall be effective until a <br /> successor Paying Agent/Registrar has accepted the duties of Paying Agent/Registrar for the <br /> Certificates. <br /> Section 5.05. Notice of Change to Owners. <br /> Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will <br /> cause notice of the change to be sent to each Owner by United States mail, first class postage <br /> prepaid, at the address in the Register, stating the effective date of the change and the name of <br /> the replacement Paying Agent/Registrar and the mailing address of its Designated <br /> Payment/Transfer Office. <br /> SAN MARCOS CTRCO&GOB 3018 OAmmoe <br /> 22 <br />