96-076 Ordinance - Laserfiche WebLink

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,.., .? .... . -3- Registrar, to the persons in whose names the Notes are registered on the Note Register maintained by the Note Registrar, all as described in Section 6. Section 6. National City Bank, Cleveland, Ohio, is appointed to act as the authenticating agent, note registrar, transfer agent and paying agent for the Notes (the Note Registrar). The Director of Finance shall sign and deliver, in the name and on behalf of the City, the Note Registrar Agreement between the City and the Note Registrar (the Agreement) in substantially the form as is now on file with the Clerk of Council. The Agreement is approved, together with any changes or amendments that are not inconsistent with this ordinance and not substantially adverse to the City and that are approved by the Director of Finance on behalf of the City, all of which shall be conclusively evidenced by the signing of the Agreement or amendments to the Agreement. The Director of Finance shall provide for the payment of the services rendered and for reimbursement of expenses incurred pursuant to the Agreement from the proceeds of the Notes to the extent available and then from other money lawfully available and appropriated or to be appropriated for that purpose. So long as any of the Notes remain outstanding, the City will cause the Note Registrar to maintain and keep at its principal corporate trust office all books and records necessary for the registration, exchange and transfer of Notes as provided in this Section (the Note Register). Except as provided in Section 7, the person in whose name a Note is registered on the Note Register shall be regarded as the absolute owner of that Note for all purposes of the Note proceedings. Payment of or on account of the debt charges on any Note shall be made only to or upon the order of that person; neither the City nor the Note Registrar shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the City's liability upon the Note, including interest, to the extent of the amount or amounts so paid. Any Note may be exchanged for Notes of any authorized denomination upon presentation and surrender at the principal corporate trust office of the Note Registrar, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Note Registrar. A Note may be transfened only on the Note Register upon presentation and surrender of the Note at the principal corporate trust office of the Note Registrar together with an assignment signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Note Registrar. Upon exchange or transfer the Note Registrar shall complete, authenticate and deliver a new Note or Notes of any authorized denomination or denominations requested by the owner equal in the aggregate to the principal amount of the Note or Notes surrendered and bearing interest at the same rate and maturing on the same date. If manual signatures on behalf of the City are required, the Note Registrar shall undertake the exchange or transfer of Notes only after the new Notes are signed by the authorized officers of the City. In all cases of Notes exchanged or transferred, the City shall sign and the Note Registrar shall authenticate and deliver Notes in accordance with the provisions of the Note proceedings. T'he exchange or transfer shall be without charge to the owner, except that the City and Note Registrar may make a charge sufficient to reimburse them for any tax or other governmental charge required to be paid with respect to the exchange or transfer. The City or the Note Registrar may require that those charges, if any, be paid before the procedure is begun for the exchange or transfer. All Notes issued and authenticated upon any exchange or transfer shall be valid obligations of the City, evidencing the same debt, and entitled to the same security and benefit under the Note proceedings, as the Notes surrendered upon that exchange or transfer. D03:[00523.DOCS.NOR05225]NOTE_ORD_STREETSII $3 830.