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HomeMy WebLinkAbout2011-9-7860 ORDINANCE NO. 2011-9-7860 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY AUTHORIZING AND APPROVING THE ISSUANCE OF A CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION NOTE, SERIES 2011 IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THAT PERCENTAGE OF THE PRINCIPAL AMOUNT OF COUNTY OF MCCRACKEN, KENTUCKY GENERAL OBLIGATION BONDS, SERIES 2011, WHICH, BEARING INTEREST AT THE SAME RATE OR RATES AS THE COUNTY BONDS, RESULTS IN AGGREGATE ANNUAL PAYMENTS OF PRINCIPAL AND INTEREST ON THE SERIES 2011 NOTE EQUALING EXACTLY $175,000 FOR EACH FISCAL YEAR DURING THE TERM OF THE COUNTY BONDS; AUTHORIZING AND APPROVING AN INTERLOCAL COOPERATION AGREEMENT WITH THE COUNTY OF MCCRACKEN, KENTUCKY; APPROVING THE FORM OF THE NOTE; AUTHORIZING DESIGNATED OFFICERS TO EXECUTE AND DELIVER THE NOTE AND INTERLOCAL COOPERATION AGREEMENT; AUTHORIZING THE LEVY OF A DIRECT ANNUAL TAX ON ALL TAXABLE PROPERTY WITHIN THE COUNTY, IN ADDITION TO ALL OTHER TAXES, IN AN AMOUNT SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE NOTE WHEN AND AS THE SAME BECOMES DUE; PROVIDING FOR THE PAYMENT AND SECURITY OF THE NOTE; MAINTAINING THE HERETOFORE ESTABLISHED SINKING FUND; AND REPEALING INCONSISTENT ORDINANCES. WHEREAS, the City of Paducah, Kentucky (the "City and the County of McCracken, Kentucky (the "County have heretofore determined that it is a public purpose to reduce unemployment in the City and the County, to foster economic development within the City and the County and to promote the development of a skilled workforce, all to the benefit of the citizens and residents of the City and the County; and WHEREAS, the City and the County have further determined that it is necessary and desirable in order to accomplish such public purposes that the County act on behalf of the City and the County in financing the acquisition, construction, installation and equipping of an educational building and associated streets, parking lots, utilities and infrastructure (the "Project which Project is to be leased by the County to Murray State University (the "University an agency and political subdivision of the Commonwealth of Kentucky, in connection with the provision by the University of post- secondary educational opportunities within the City and the County; and WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, and particularly Sections 66.011 et. seq of the Kentucky Revised Statutes, as amended (the "General Obligation Act and Sections 58.010 et. seq. of the Kentucky Revised Statutes, as amended (the "Public Project Act the County may issue bonds, subject to the requirements of the General Obligation Act and/or Public Project Act, to pay all or any portion of the costs of financing or refinancing any public project that the County is authorized to acquire, improve or construct; and WHEREAS, the City and the County have determined that it is in the best interests of the City and the County that the Project should be financed through the issuance of County of McCracken, Kentucky General Obligation Bonds, Series 2011, in an aggregate principal amount not to exceed $10,000,000 (the "County Bonds to be sold and awarded to the successful bidder (the "Purchaser at public, competitive sale in accordance with the provisions of Chapter 424 of the Kentucky Revised Statutes, as amended; and WHEREAS, pursuant to the Constitution and Laws of the Commonwealth of Kentucky, and particularly Section 65.210 through 65.300 of the Kentucky Revised Statutes, as amended (the "Interlocal Act the County and the City may join together to undertake action which each could undertake separately; and WHEREAS, the City and the County (the "City have each determined that the Project is a public project benefiting the City and the County jointly and that it is necessary, desirable, economically efficient and in the best interests of the citizens, residents and inhabitants of both the City and the County for the County and the City to enter into an interlocal cooperation agreement (the "Interlocal Agreement under the Interlocal Act, subject to approval by the Department for Local Government of the Commonwealth of Kentucky), providing for a joint plan for financing the Project (the "Plan of Financing under which the City shall assume responsibility for a portion of the annual debt service on the County Bonds through the issuance of its Series 2011 Note (as hereinafter defined). NOW, THEREFORE, BE IT ORDAINED by the City of Paducah, Kentucky, as follows: Section 1 Authorization and Approval of Interlocal Agreement. The City hereby approves the Interlocal Agreement between the County and the City in substantially the form attached hereto as Exhibit A and made a part hereof. It is hereby found and determined that the Interlocal Agreement furthers the public purposes of the City and it is in the best interest of the citizens, residents and inhabitants of the City that the City enter into the Interlocal Agreement for the purposes therein specified, and the execution and delivery of the Interlocal Agreement is hereby authorized and approved. The Mayor and City Clerk of the City are hereby authorized to execute the Interlocal Agreement, together with such other agreements, instruments or certifications which may be necessary to accomplish the transactions contemplated by the 2 Interlocal Agreement with such changes in the Interlocal Agreement not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the officials executing the same on behalf of the City. The approval of such changes by said officials, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of such Interlocal Agreement by such officials. Section 2 Necessity, Authorization and Purpose of Series 2011 Note. The City hereby declares that it is necessary to issue and authorizes the issuance of its General Obligation Note, Series 2011 (the "Series 2011 Note payable to the order of the County in an aggregate principal amount equal to that percentage of the principal amount of the County Bonds, which, bearing interest at the same rate or rates as the County Bonds, results in aggregate annual payments of principal and interest on the Series 2011 Note equaling exactly $175,000 for each fiscal year during the term of the County Bonds, for the purpose of financing the City's allocable share of the costs of the Project and the costs of issuance of the County Bonds. The exact principal amount of Series 2011 Note to be issued shall be established in a certificate (the "Series 2011 Final Terms Certificate to be executed by the Mayor of the City on the date the County Bonds are awarded to the Purchaser thereof; provided that aggregate payment of principal and interest on such Series 2011 Note shall in no event exceed $175,000 during any fiscal year of the City. Section 3 Form of Series 2011 Note. The Series 2011 Note shall be issued as one fully registered Series 2011 Note numbered R -1, shall be designated General Obligation Note, Series 2011", shall express upon its face the purpose for which it is issued, shall state that it is issued under the General Obligation Act and shall be substantially in the form set forth in Exhibit B. The Series 2011 Note shall each be issued in a single denomination equal to the par amount thereof and registered in the name of the County. The Series 2011 Note shall be dated its date of initial issuance and delivery. Interest on the Series 2011 Note shall be payable each June 1 and December 1 (an "Interest Payment Date commencing June 1, 2012 at the stated interest rate or rates on the principal amount thereof. The Series 2011 Note shall be a serial or term note maturing on December 1 of the years and in the amount to be established in the Series 2011 Final Terms Certificate after advertised competitive sale of the County Bonds based on the interest rates bid in the successful bid for the 3 County Bonds (the "County Bond Bid and the provisions of this Section 3, provided that the final maturity date of the Series 2011 Note shall be as set forth in the Series 2011 Final Terms Certificate but shall be no later than December 1, 2031. The interest rate or rates on the Series 2011 Note shall be determined in the Series 2011 Final Terms Certificate based on the County Bond Bid; provided that the aggregate net interest cost of the Series 2011 Note shall not exceed six percent (6.00 The principal portion of the Series 2011 Note maturing on or after December 1, 222 shall be subject to optional redemption prior to its stated maturity date on any date on or after December 1, 2021, in whole or in part, in such order of maturity as may be determined by the City and by lot within a maturity, at the election of the City upon 35 days' written notice to the County at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. At least thirty (30) days before the redemption date of any portion of the Series 2011 Note subject to optional redemption, the City shall direct the County to cause a notice of redemption of a like principal amount of the County Bonds either in whole or in part, signed by the paying agent and registrar for the County Bonds (the "County Bonds Paying Agent and Registrar to be mailed, first class, postage prepaid, to all registered owners of the County Bonds to be redeemed in whole or in part at their addresses as they appear on the registration books kept by the County Bonds Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for redemption of the Series 2011 Note for which notice has been sent by the City to the County. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the County Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such County Bonds to be redeemed. On the date so designated for redemption, notice having been mailed in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the applicable bond payment fund established for the County Bonds (the "County Bonds Payment Fund by the County Bonds Paying Agent and Registrar for the registered owners of the County Bonds to be redeemed, the Series 2011 Note and corresponding portion of the County Bonds so called for redemption shall become and be due and payable at the redemption price provided for the redemption of such Series 2011 Note and County's Bonds on such date, interest 4 on the Series 2011 Note and corresponding principal amount of County Bonds so called for redemption shall cease to accrue, and the City, with respect to the Series 2011 Note, and the registered owners of such County Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof. Section 4 Execution and Delivery of Series 2011 Note. The Series 2011 Note shall be executed by the manual or facsimile signature of the Mayor and duly attested by the manual or facsimile signature of the City Clerk (which, together with any other person as may be authorized by resolution are referred to as "Designated Officers and shall have the seal of the City or a facsimile thereof affixed thereto. The Designated Officers are further authorized and directed to deliver the Series 2011 Note to the County, upon the terms and conditions provided herein, in the Series 2011 Final Terms Certificate, execute and deliver such certificates and other closing documents and take such other action as may be necessary or appropriate in order to effectuate the proper issuance, sale and delivery of the Series 2011 Note. Section 5 Payment of Series 2011 Note. Payment of or on account of the interest on and principal of the Series 2011 Note shall be made directly to the County Bonds Paying Agent and Registrar for the account of the County and the registered owners of the County Bonds by check, or by other transfer of funds acceptable to the County Bonds Paying Agent and Registrar. Principal of the Series 2011 Note shall be payable in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time and place of payment upon delivery of the Series 2011 Note to the County Bonds Paying Agent and Registrar, or by other transfer of funds acceptable to the County Bonds Paying Agent and Registrar. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2011 Note to the extent of the sum or sums so paid. Section 6 Filing and Approvals. The Designated Officers are hereby authorized to undertake and cause all filings of notices or information, and to obtain such other approvals, which may be required by law to be filed or obtained by the City, including, but not limited to, the Department for Local Government for the Interlocal Agreement and filing notice with the State Local Debt Officer of the issuance of the Series 2011 Note. Section 7 Deposit to County Bonds Payment Fund; Payment of Series 2011 Note. The City covenants to deposit to the County Bonds Payment Fund, and the Designated Officers are 5 hereby authorized and directed to deposit into such County Bonds Payment Fund from the Sinking Fund (hereinafter defined), on or before the twenty -fifth day of each month which precedes an Interest Payment Date, the amount required to pay principal of and interest due on the Series 2011 Note on such Interest Payment Date, after taking into account the credits against such payments theretofore deposited in the County Bonds Payment Fund pursuant to the Interlocal Agreement. The County Bonds Paying Agent and Registrar is hereby authorized by the City to withdraw, from such amounts deposited by the City, on each Interest Payment Date, the amounts necessary to pay principal of, and interest on, a corresponding principal amount of the County Bonds and to make payment to the registered owners of the County Bonds of the same. If the City shall fail or refuse to make any required deposit in the County Bonds Payment Funds from the Sinking Fund, the County Bonds Paying Agent and Registrar shall (i) notify any agency of the Commonwealth of Kentucky or any political subdivision thereof which may collect and distribute taxes or revenues for the City to seek any available necessary or proper remedial action; and (ii) upon being indemnified against cost and expense, exercise any remedy provided in the Act or at law or in equity for the benefit of the owner of the Series 2011 Note or their assignee, and shall disburse all funds so collected to the owners of the Series 2011 Note as payment of the Series 2011 Note. Section 8 General Obligation; Maintenance of Sinking Fund. The Series 2011 Note shall be a full general obligation of the City and, for the payment of said Series 2011 Note and the interest thereon, the full faith, credit and revenue of the City are hereby pledged for the prompt payment thereof. During the period the Series 2011 Note is outstanding, there shall be and there hereby is levied on all the taxable property in the City, in addition to all other taxes, without limitation as to rate, a direct tax annually in an amount sufficient to pay the principal of and interest on the Series 2011 Note when and as due, it being hereby found and deteimined that current tax rates are within all applicable limitations. Said tax shall be and is hereby ordered computed, certified, levied and extended upon the tax duplicate and collected by the same N/ officers in the same manner and at the same time that taxes for general purposes for each of said years are certified, extended and collected. Said tax shall be placed before and in preference to all other items and for the full amount thereof provided, however, that in each year to the extent that the other lawfully available funds of the City are available for the payment of the Series 6 2011 Note and are appropriated for such purpose, the amount of such direct tax upon all of the taxable property in the City shall be reduced by the amount of such other funds so available and appropriated. Pursuant to Ordinance No. 2001 -5 -6353 adopted by the City, there has heretofore been established with the City a sinking fund (the "Sinking Fund which is hereby ordered to be maintained and continued as long as the Series 2011 Note shall remain outstanding and unpaid. The funds derived from said tax levy hereby required or other lawfully available funds shall be placed in the Sinking Fund and, together with interest collected on the same, are irrevocably pledged for the payment of the interest on and principal of all bonds and notes issued under the General Obligation Act and Tax Supported Leases, as defined in the General Obligation Act, when and as the same fall due. Amounts shall be transferred from the Sinking Fund to the County Bonds Payment Fund at the times and in the amounts required by Section 7 hereof. Section 9— Series 2011 Final Terms Certificate. The Mayor is hereby authorized and directed to execute and deliver the Series 2011 Final Terms Certificate on the date of sale of the County Bonds; provided that such Series 2011 Final Terms Certificate shall establish the final principal amount of, the principal amortization of and the interest rate or rates on the Series 2011 Note in accordance with the requirements of Sections 2 and 3 hereof. Section 10 Disposition of Proceeds of Series 2011 Note. The proceeds of the sale of the County Bonds, including the portion represented by the Series 2011 Notes, shall be deposited, together with other available funds, as follows: (a) the amount necessary to finance the costs of the Project shall be deposited to the special construction fund (the "County of McCracken, Kentucky Series 2011 Construction Fund to be held at the depository bank designated as such in the certificate of award of the County awarding the County Bonds to the Purchaser thereof and shall be used for the acquisition, construction, installation and equipping of the Project; and (b) the remainder of the proceeds shall be deposited to the special cost of issuance fund established and designated as the "County of McCracken, Kentucky General Obligation Bonds, Series 2011 Cost of Issuance Fund" (the "Cost of Issuance Fund pursuant to the ordinance of the County authorizing the County Bonds and used to pay the costs of issuance of the County Bonds. Section 11 Further Actions. In connection with the undertaking and implementation by the City of the plan of refunding herein described, which is hereby expressly directed, the 7 Designated Officers are hereby authorized and directed to take and carry out such further necessary, desirable or appropriate actions to effect such plan of refunding. Section 12 Discharge of Ordinance. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the owners of the Series 2011 Note the total principal and interest due or to become due thereon through maturity, in the manner stipulated therein and in this Ordinance, then the pledges made under this Ordinance, and all covenants, agreements and other obligations of the City hereunder, shall thereupon cease, terminate and become void and be discharged and satisfied. Section 13 Severability. If any one or more of the provisions of this Ordinance should be determined by a court of competent jurisdiction to be contrary to law, then such provisions shall be deemed to be severable from all remaining provisions and shall not affect the validity of such other provisions. Section 14 Inconsistent Actions. All prior ordinances, resolutions or parts thereof inconsistent herewith are hereby repealed. Section 15 Open Meetings Compliance. All meetings of the Fiscal Court and of its committees and any other public bodies, at which the faunal actions in connection with the issuance of the Series 2011 Note and approval of the Interlocal Agreement were taken, or at which deliberations that resulted in such formal actions were held, were open meetings, and such formal actions were taken and any such deliberations took place while such meetings, after proper notice, were open to the public, in compliance with all legal requirements including KRS Sections 61.805 through 61.850. Section 16 Effective Date. This Ordinance shall become effective immediately upon adoption and publication of a summary thereof, as provided by law. CITY 0 PAD 1 AA KENT KY AIM By: Allwait Ma\ or Attest: By: J lLU CiL City Clerk Introduced by the Board of Commissioners, September 13, 2011 Adopted by the Board of Commissioners, September 27, 2011 Recorded by Tammara S. Brock, City Clerk, September 27, 2011 Published by The Paducah Sun, October 1, 2011 \ord \bond issue 2011 MSU 8 CERTIFICATION I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the City of Paducah, Kentucky, and as such City Clerk, I further certify that the foregoing is a true, correct and complete copy of an Ordinance duly enacted by the City Commission of the City at a duly convened meeting held on the 27th day of September, 2011, on the same occasion signed by the Mayor as evidence of his approval, and now in full force and effect, all as appears from the official records of the City in my possession and under my control. Witness my hand and the seal of said City as of the day of 2011. City Clerk [SEAL] 9 EXHIBIT A FORM OF INTERLOCAL AGREEMENT 10 EXHIBIT B CITY OF PADUCAH, KENTUCKY GENERAL OBLIGATION NOTE, SERIES 2011 No. R -1 NOTE DATE: 2011 MATURITY DATE: December 1, 2031 REGISTERED HOLDER: COUNTY OF MCCRACKEN, KENTUCKY PRINCIPAL AMOUNT: KNOW ALL PERSONS BY THESE PRESENTS: That the City of Paducah, Kentucky (the "City for value received, hereby acknowledges itself obligated to, and promises to pay to the registered holder identified above, or registered assigns, the principal sum identified above (or, if any part thereof has been paid, the balance thereof remaining unpaid), on the maturity date specified above, and to pay interest on said principal sum (or, if any part thereof has been paid, the balance thereof remaining unpaid) from the date hereof, payable each June 1 and December 1, commencing June 1, 2012, at the Interest Rates per annum set forth below, calculated on the basis of a 360 day year with 30 day months, except as the provisions hereinafter set forth with respect to prior redemption may be and become applicable hereto. The principal and interest of this Note are payable, without deduction for exchange, collection, or service charges, in lawful money of the United States of America. Principal and interest is payable at the principal office of or any successor (the "County Bonds Paying Agent and Registrar or by other transfer of funds acceptable to the County Bonds Paying Agent and Registrar and such owner. All interest on this Note and principal payable prior to the final maturity date shall be payable by check or draft mailed to the record date registered owner hereof at the address shown on the registration records kept by the County Bonds Paying Agent and Registrar or by other transfer of funds acceptable to the County Bonds Paying Agent and Registrar and such owner. The record date shall be the fifteenth day of the month preceding each interest payment date. This Note, numbered R -1, aggregating dollars in principal amount, is issued for the purpose of (i) financing the City's portion of the costs acquiring, constructing, installing and equipping an educational facility and related appurtenances (the "Project to be owned by the County of McCracken, Kentucky (the "County and leased to Murray state University and (ii) paying the City's proportionate share of the costs of issuance by the County of its General Obligation Bonds, Series 2011 (the "County Bonds being issued concurrently herewith to finance the costs of the Project, all pursuant to and in full compliance with the general laws of the Commonwealth of Kentucky and particularly Chapter 66 of the Kentucky Revised Statutes, and pursuant to an ordinance duly adopted by the City Commission of the City on the 27th day of September, 2011 (the "Note Ordinance upon the affillnative vote of at least a majority of the members of its City Commission at a public meeting duly and regularly held, and after notice of the issuance of this Note to the State Local Debt Officer of the Commonwealth of Kentucky pursuant to Section 66.310 of the Kentucky Revised Statutes. This Note and the issue of which it forms a part is a general obligation of the City and the full faith, credit and revenue of the City are pledged to the payments due hereunder. THIS NOTE IS CONTINUALLY SECURED BY THE FAITH, CREDIT AND REVENUE OF THE COUNTY. The Note shall have a final maturity date of December 1, 2031. Principal installments on this Note shall be due on December 1 of the years in the amounts, and shall bear interest at the rates of interest, set forth below: Interest Rate Maturity Date Amount Per Annum 11 I C I The principal amount of this Note maturing on or after December 1, 2022 shall be subject to optional redemption prior to its maturity on any date on or after December 1, 2021, in whole or in part, in such order of maturity as may be deteunined by the City and by lot within a maturity, at the election of the City upon 35 days' written notice to the County at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. At least thirty (30) days before the redemption date of any portion of this Note, the County shall cause a notice of redemption of a like principal amount of the County Bonds either in whole or in part, signed by the County Bonds Paying Agent and Registrar, to be mailed, first class, postage prepaid, to all registered owners of the County Bonds to be redeemed in whole or in part at their addresses as they appear on the registration books kept by the County Bonds Paying Agent and Registrar, but failure to mail any such notice shall not affect the validity of the proceedings for redemption of this Note for which notice has been sent by the City to the County. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the County Bonds being payable by their terms on a single date then outstanding shall be called for redemption, the distinctive number or letters, if any, of such County Bonds to be redeemed. On the date so designated for redemption, notice having been mailed in the manner under the conditions hereinabove provided and moneys for payment of the redemption price being held in the applicable bond payment fund established for the County Bonds (the "County Bonds Payment Fund by the County Bonds Paying Agent and Registrar for the registered owners of the County Bonds to be redeemed, this Note and a corresponding portion of the County Bonds so called for redemption shall become and be due and payable at the redemption price provided for the redemption of this Note and the County Bonds on such date, interest on this Note and corresponding principal amount of County Bonds so called for redemption shall cease to accrue, and the County, with respect to the Note, and the registered owners of such City Bonds, shall have no right in respect thereof except to receive payment of the redemption price thereof. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, against any officer, agent or employee, past, present or future, of the City, as such, either directly or through the City, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise; all such liability of such officers, agents or employees is hereby renounced, waived and released as a condition of and as consideration for the issuance, execution and acceptance of this Note. It is hereby certified that all acts, conditions and things required to be done, to occur or be performed precedent to and in the issuance of this Note, or in the creation of the obligations of which this Note is evidence, have been done, have occurred and have been performed in regular and due form and manner as required by law; that the faith, credit and revenue of the City are hereby irrevocably pledged for the prompt payment of the principal hereof and interest hereon; that the repayment obligation represented by this Note is not in excess of any constitutional or statutory limitation; and that due provision has been made for the levy and collection of a tax sufficient in amount to pay the interest on this Note as it falls due and to provide for the redemption of this Note at maturity or upon earlier redemption. 12 IN WITNESS WHEREOF, the City has caused this Note to be signed either manually or by facsimile in its name by its Mayor and duly attested either manually or by facsimile by its City Clerk and an impression or facsimile of the City's seal to be imprinted hereon, as of the date set forth above. CITY OF PADUCAH, KENTUCKY Mayor (SEAL) Attest: City Clerk CERTIFICATE It is hereby certified that the following is a correct and complete copy of the text of the legal opinion of Peck, Shaffer Williams LLP, Attorneys, Covington, Kentucky, regarding the issue of which the within Note is one, the original of which opinion was manually executed, dated and issued as of the date of delivery of and payment for said issue and a copy of which is on file with the undersigned. City Clerk FORM OF APPROVING OPINION 13 AS SIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: (please print or typewrite social security number or other identifying number and name and address of transferee) the within Note and does hereby irrevocably constitute and appoint the or its successor as Note Paying Agent and Registrar to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Note: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. 58379v2 14