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all as determined by the officers executing such bond as evidenced by their execution thereof.
<br />Pursuant to Chapter 1201, Texas Government Code, as amended, and particularly Subchapter D
<br />thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the
<br />Paying Agent/Registrar, and, upon the execution of the Bonds, the converted and exchanged Bond
<br />shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bond
<br />which initially was issued and delivered pursuant to this Ordinance, approved by the Attorney
<br />General, and registered by the Comptroller of Public Accounts.
<br />(b) Payment of Principal and Interest. The City hereby further appoints the Paying
<br />Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bond, all as
<br />provided in this Ordinance and in the Pricing Certificate. The Paying Agent/Registrar shall keep
<br />proper records of all payments made by the City and the Paying Agent/Registrar with respect to the
<br />Bond, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided
<br />in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date,
<br />and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
<br />Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such
<br />interest have been received from the City. Notice of the Special Record Date and of the scheduled
<br />payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be
<br />sent at least five (5) Business Days prior to the Special Record Date by United States mail, first -class
<br />postage prepaid, to the address of each Registered Owner appearing on the Register at the close of
<br />business on the last Business Day next preceding the date of mailing of such notice.
<br />(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
<br />coupons, with the principal of and interest on such Bonds to be payable only to the Registered
<br />Owner, (ii) may be transferred and assigned, (iii) may be converted and exchanged for another Bond,
<br />(iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) shall
<br />be payable as to principal and interest and (vii) shall be administered and the Paying Agent/Registrar
<br />and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided,
<br />and in the manner and to the effect as required or indicated, in the Pricing Certificate and the FORM
<br />OF BONDS set forth in this Ordinance. The Bond initially issued and delivered pursuant to this
<br />Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but
<br />on each substitute Bond issued in exchange for any Bond issued under this Ordinance the Paying
<br />Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
<br />CERTIFICATE, in the form set forth in the FORM OF BONDS. On the closing date, the initial Bond
<br />representing the entire principal amount ofthe Bonds, payable to the underwriter, executed by manual
<br />or facsimile signature of the Mayor and City Clerk, approved by the Attorney General of Texas, and
<br />registered and manually signed by the Comptroller of Public Accounts of the State of Texas, and with
<br />the date of delivery inserted thereon by the Paying Agent/Registrar, will be delivered to the
<br />underwriter.
<br />(d) Substitute Paying A ewe isg tray. The City covenants with the Registered Owners of
<br />the Bonds that at all times while the Bonds are outstanding the City will provide a competent and
<br />legally qualified bank, trust company, financial institution, or other agency to act as and perform the
<br />services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
<br />San Marcos GORB 2011 - Delegated: Ordinance 6
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