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,..... . .. . .....,?._J. ..,.. .. ... . . .. .. ...... ....... .. . .... . ...... , t,...._, .... . ........ . <br />i ' <br />-2- <br />7) and approved by the Director of Finance, provided that the entire principal amount may be <br />represented by a single note. The Notes shall not have coupons attached, shall be numbered as <br />determined by the Director of Finance and shall express upon their faces the purpose, in <br />summary terms, for which they are issued and that they are issued pursuant to this ordinance. <br />No Note shall be valid or obligatory for any purpose or shall be entitled to any <br />security or benefit under the Note proceedings (as defined in Section 7) unless and until the <br />certificate of authentication printed on the Note is signed by the Note Registrar (as defined in <br />Section 6) as authenticating agent. Authentication by the Note Registrar shall be conclusive <br />evidence that the Note so authenticated has been duly issued, signed and delivered under, and <br />is entitled to the security and benefit of, the Note proceedings. The certificate of authentication <br />may be signed by any authorized officer or employee of the Note Registrar or by any other <br />person acting as an agent of the Note Registrar and approved by the Director of Finance on <br />behalf of the City. <br />Section 5. The debt charges on the Notes shall be payable when due in Federal <br />Reserve funds of the United States of America, without deduction for services of the City's <br />paying agent, upon presentation and surrender at the principal corporate trust office of the Note <br />Registrar, to the persons in whose names the Notes are registered on the Note Register <br />maintained by the Note Registrar, all as described in Section 6. <br />Section 6. National City Bank, Cleveland, Ohio, is appointed to act as the <br />authenticating agent, note registrar, transfer agent and paying agent for the Notes (the Note <br />Registrar). The Director of Finance shall sign and deliver, in the name and on behalf of the <br />City, the Note Registrar Agreement between the City and the Note Registrar (the Agreement) <br />in substantially the form as is now on file with the Clerk of Council. The Agreement is <br />approved, together with any changes or amendments that are not inconsistent with this ordinance <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 incurred 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 sunender 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 />D03: [00523.DOCS.NOR05225]NOTE_ORD_NM_POL_STAT_$200.