Unless otherwise provided in the Note Resolution, or in a Registrar Agreement entered into in accordance with a Note Resolution, the Notes will have the following provisions relating to registration, transfer, exchange, and Book-Entry Form.
(a) Registration. So long as any of the Notes remain outstanding, the County will cause the Registrar to maintain the Register. Subject to the provisions of Section 190.10, the person in whose name a Note is registered on the Register will be regarded as the absolute owner of that Note for all purposes of the Note Proceedings. Neither the County nor the Registrar will be affected by any notice to the contrary, but the registration may be changed as provided in this Section and in the Registrar Agreement.
(b) Transfer and Exchange. Any Note may be exchanged for Notes of any Authorized Denomination upon presentation and surrender at the office of the Registrar, together with a request for exchange signed by the registered Holder or by a person legally empowered to do so in a form satisfactory to the Registrar. A Note may be transferred only on the Register upon presentation and surrender of the Note at the office of the Registrar together with an assignment signed by the registered Holder or by a person legally empowered to do so in a form satisfactory to the Registrar. Upon exchange or transfer, the Registrar will complete, authenticate, and deliver a new note certificate of any Authorized Denomination requested by the Holder equal to the unmatured principal amount of the Note surrendered and bearing interest at the same rate and maturing on the same date.
If manual signatures on behalf of the County are required, the Registrar will undertake the exchange or transfer of a Note only after the new Note is signed by the authorized officers of the County. In all cases of Notes exchanged or transferred the County will sign and the Registrar will authenticate and deliver Notes in accordance with the provisions of the Note Proceedings. The exchange or transfer will be without charge to the Holder, except that the County and the 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 County or the 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 will be valid obligations of the County, 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. Neither the County nor the Registrar will be required to make any exchange or transfer of any Note selected for redemption, in whole or in part.
(c) Book-Entry System. The Notes must be originally issued in Book-Entry Form to a Depository, initially The Depository Trust Company, for use in a Book-Entry System upon the terms provided in the Registrar Agreement. Under the Book-Entry System, the Notes will be registered in the name of a Depository or its nominee, the note certificates in fully-registered form will be deposited with and retained in the custody of the Depository or its agent, and the ownership of interests in the Notes may be transferred only through a book entry on the records of the Depository.
Subject to the provisions of the Note Proceedings relating to the County's Continuing Disclosure Agreement, the County and the Registrar must recognize and treat the Depository as the Holder of the Notes for all purposes, including payment of Debt Service, redemption and other notices, and enforcement of remedies.
If any Depository determines not to continue to act as a Depository for the Notes for use in a Book-Entry System or if the County determines to discontinue the Book- Entry System, the Authorized Officer may attempt to establish a securities depository/book-entry relationship with another qualified Depository. If the Authorized Officer does not or is unable to do so, the County Executive must direct the Registrar to make provision for notification of the book-entry interest owners by the Depository and to make any other arrangements necessary for the withdrawal of the Notes from the Book-Entry System.
(Ord. 2009-139. Adopted 4-13-09.)