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? ?. <br />-3- <br />and not substantially adverse to the City and that are approved by the Director of Finance on <br />behalf of the City, all of which shall be conclusively evidenced by the signing of the Agreement <br />or amendments to the Agreement. The Director of Finance shall provide for the payment of the <br />services rendered and for reimbursement of expenses incuned pursuant to the Agreement from <br />the proceeds of the Notes to the extent available and then from other money lawfully available <br />and appropriated or to be appropriated for that purpose. <br />So long as any of the Notes remain outstanding, the City will cause the Note <br />Registrar to maintain and keep at its principal corporate trust office all books and records <br />necessary for the registration, exchange and transfer of Notes as provided in this Section (the <br />Note Register). Except as provided in Section 7, the person in whose name a Note is registered <br />on the Note Register shall be regarded as the absolute owner of that Note for all purposes of the <br />Note proceedings. Payment of or on account of the debt charges on any Note shall be made <br />only to or upon the order of that person; neither the City nor the Note Registrar shall be affected <br />by any notice to the contrary, but the registration may be changed as provided in this Section. <br />All such payments shall be valid and effectual to satisfy and discharge the City's liability upon <br />the Note, including interest, to the extent of the amount or amounts so paid. <br />Any Note may be exchanged for Notes of any authorized denomination upon <br />presentation and surrender at the principal corporate trust office of the Note Registrar, together <br />with a request for exchange signed by the registered owner or by a person legally empowered <br />to do so in a form satisfactory to the Note Registrar. A Note may be transferred only on the <br />Note Register upon presentation and surrender of the Note at the principal corporate trust office <br />of the Note Registrar together with an assignment signed by the registered owner or by a person <br />legally empowered to do so in a form satisfactory to the Note Registrar. Upon exchange or <br />transfer the Note Registrar shall complete, authenticate and deliver a new Note or Notes of any <br />authorized denomination or denominations requested by the owner equal in the aggregate to the <br />principal amount of the Note or Notes sunendered and bearing interest at the same rate and <br />maturing on the same date. <br />If manual signatures on behalf of the City are required, the Note Registrar shall <br />undertake the exchange or transfer of Notes only after the new Notes are signed by the <br />authorized officers of the City. In all cases of Notes exchanged or transferred, the City shall <br />sign and the Note Registrar shall authenticate and deliver Notes in accordance with the <br />provisions of the Note proceedings. The exchange or transfer shall be without charge to the <br />owner, except that the City and Note Registrar may make a charge sufficient to reimburse them <br />for any tax or other govemmental charge required to be paid with respect to the exchange or <br />transfer. The City or the Note Registrar may require that those charges, if any, be paid before <br />the procedure is begun for the exchange or transfer. All Notes issued and authenticated upon <br />any exchange or transfer shall be valid obligations of the Ciry, evidencing the same debt, and <br />entitled to the same security and benefit under the Note proceedings, as the Notes surrendered <br />upon that exchange or transfer. <br />Notwithstanding any other provisions of this ordinance, if it is determined by the <br />Director of Finance to be advantageous to the City, the Notes may be issued in book entry form <br />in accordance with the provisions of this Section. As used in this Section and this ordinance: <br />"Book entry form" or "book entry system" means a form or system under which (i) <br />the ownership of book entry interests in Notes and the principal of and interest on the Notes may <br />be transferred only through a book entry, and (ii) physical Note certificates in fully registered <br />form are issued by the City only to a Depository or its nominee as registered owner, with the <br />Notes "immobilized" in the custody of the Depository or its agent. The book entry maintained <br />D03:[00523.DOCS.NOR05225]NOTE ORD GOLF COURSE $4 100.