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(c) A Certificate issued in conversion and exchange or replacement of any other <br />Certificate, (i) shall be issued in fully registered form, without interest coupons, with the principal of <br />and interest on such Certificate to be payable only to the registered owners thereof, (ii) may be <br />prepaid prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be <br />converted and exchanged for another Certificate, (v) shall have the characteristics, (vi) shall be signed <br />and sealed, and (vii) shall be payable as to principal of and interest, all as provided, and in the manner <br />required or indicated, in the Form of Certificate 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, ofa mutilated Certificate, the Paying Agent/Registrar shall 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 />(iv) satisfies any other reasonable requirements imposed by the City and the Paying <br />Agent/Registrar. <br />(c) If, after the delivery of such replacement Certificate, a bona fide purchaser of the <br />original Certificate in lieu ofwhich such replacement Certificate was issued presents for payment such <br />original Certificate, the City and the Paying Agent/Registrar shall be entitled to recover such <br />replacement Certificate from the person to whom it was delivered or any person taking therefrom, <br />except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided <br />therefor to the extent of any loss, damage, cost or expense incurred by the City or the Paying <br />Agent/Registrar in connection therewith. <br />San Marcos CTRCO 2008A: Ordinance I 1