Laserfiche WebLink
The Bank is authorized to receive the purchase price of and, if applicable, accrued <br /> interest on the Certificates from the underwriter of the Certificates and to transfer said funds <br /> relating to the closing and initial delivery of the Certificates in the manner disclosed in the <br /> closing memorandum approved by the Issuer as prepared by the Issuer's Financial Advisor or <br /> other agent. The Bank may act on a facsimile or electronic mail transmission of the closing <br /> memorandum acknowledged by the Issuer or the Issuer's Financial Advisor as the final closing <br /> memorandum to be followed by an original of the closing memorandum signed by the Financial <br /> Advisor or the Issuer. The Bank shall not be liable for any losses, costs or expenses arising <br /> directly or indirectly from the Bank's reliance upon and compliance with such instructions. <br /> Section 3.04. Duties of Registrar. The Bank shall provide for the proper registration of <br /> the Certificates and the exchange, replacement and registration of transfer of the Certificates, in <br /> accordance with the provisions of the Ordinance. The Bank will maintain the books of <br /> registration in accordance with the Bank's general practices and procedures in effect from time <br /> to time. <br /> Section 3.05. Unauthenticated Certificates. The Issuer shall provide an adequate <br /> inventory of unauthenticated Certificates to facilitate transfers. The Bank covenants that it will <br /> maintain such unauthenticated Certificates in safekeeping and will use reasonable care in <br /> maintaining such Certificates in safekeeping, which shall be not less than the care it maintains <br /> for debt securities of other government entities or corporations for which it serves as registrar, or <br /> which it maintains for its own bonds. <br /> Section 3.06. Reports. The Bank will provide the Issuer reports upon request, which <br /> reports will describe in reasonable detail all transactions pertaining to the Certificate and the <br /> books of registration. The Issuer may also inspect and make copies of the information in the <br /> books of registration at any time the Bank is customarily open for business, provided that <br /> reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information <br /> into written form. <br /> The Bank will not release or disclose the content of the books of registration to any <br /> person other than to, or at the written request of, an authorized officer or employee of the Issuer, <br /> except upon receipt of a subpoena, court order or as otherwise required by law. Upon receipt of <br /> a subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so <br /> that the Issuer may contest the subpoena, court order or other request provided the Bank is not <br /> prohibited from providing such notice. <br /> Section 3.07. Cancelled Certificates. All Certificates surrendered for payment, <br /> redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly <br /> cancelled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already <br /> cancelled, shall be promptly cancelled by the Bank. The Issuer may at any time deliver to the <br /> Bank for cancellation any Certificates previously authenticated and delivered which the Issuer <br /> may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly <br /> cancelled by the Bank. All cancelled Certificates held by the Bank shall be destroyed and <br /> evidence of such destruction furnished to the Issuer. <br /> 3 <br /> HOU:3747011.1 <br />