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is so executed. No additional ordinances, orders, or resolutions need be passed or adopted by the <br />City Council or any other body or person so as to accomplish the foregoing conversion and exchange <br />or replacement of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for <br />the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein. <br />Pursuant to Title 9, Tex. Gov't Code Ann., as amended, and particularly Chapter 1201, Subchapter <br />D thereof, the duty of conversion and exchange or replacement of Certificates as aforesaid is hereby <br />imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying <br />Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Certificates <br />shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial <br />Certificate which was originally delivered pursuant to this Ordinance, approved by the Attorney <br />General, and registered by the Comptroller of Public Accounts. <br />(c) Certificates issued in conversion and exchange or replacement of any other Certificate <br />or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the <br />principal of and interest on such Certificates to be payable only to the registered owners thereof, (ii) <br />maybe redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may <br />be converted and exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be <br />signed and sealed, and (vii) shall be payable as to principal of and interest, all as provided, and in the <br />manner required or indicated, in the Form of Certificates set forth in this Ordinance. <br />Section 3.08. Replacement Certificates. <br />(a) Upon the presentation and surrender to the Paying Agent/Registrar, at the Designated <br />Payment/Transfer Office, of a mutilated Certificate, the Paying Agent/Registrarshah authenticate and <br />deliver in exchange therefor a replacement Certificate of like tenor and principal amount, bearing a <br />number not contemporaneously outstanding. The City or the Paying Agent/ Registrar may require <br />the Owner of such Certificate to pay a sum sufficient to cover any tax or other governmental charge <br />that is authorized to be imposed in connection therewith and any other expenses connected therewith. <br />(b) In the event that any Certificate is lost, apparently destroyed or wrongfully taken, the <br />Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of <br />notice or knowledge that such Certificate has been acquired by a bona fide purchaser, shall <br />authenticate and deliver a replacement Certificate of like tenor and principal amount, bearing a <br />number not contemporaneously outstanding, provided that the Owner first: <br />(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her <br />ownership of and the circumstances of the loss, destruction or theft of such Certificate; <br />(ii) furnishes such security or indemnity as may be required by the Paying <br />Agent/Registrar and the City to save them harmless; <br />(iii) pays all expenses and charges in connection therewith, including, but not <br />limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other <br />governmental charge that is authorized to be imposed; and <br />San Marcos CTRCO 2008. Ordinance 1 1 <br />