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<br />or securities of the City, which determination shall be conclusively ~videnced by the signing of
<br />any such agreement.
<br />
<br />If and as long as a book-entry system is utilized; (i) thé Notes shall be issued in
<br />the forin of one note in the name of the Depository or its nominee, as owner, and immobilized in
<br />the custody of the Depository; (ii) the beneficial owners in book-entry form shall have no Tight to
<br />receive Notes in the form of physical secUrities or certificates; (Hi) ownership of beneficial
<br />interests in book-entry fonn shall be shown by a book entry on the system maintained and
<br />operated by the Depository and its Participants (as hereinafter defined), and transfers of the
<br />ownership of benefiéial interests shall be ~ade only by book entry by the Depository and its
<br />Participants; and (iv) the Notes as such shall not be transferable or exc.hangeable, except for
<br />transfer to another Depository or to another nominee of a Depository, without further action by
<br />the Council ofthe City
<br />
<br />If any Depository determines not to continue to act as a Depository for the Notes
<br />for use in a book~entry system, the Director of Finance may attempt to have established a
<br />securities depositorylbook-entry relationship with another qualified Depository, If the Director
<br />of Finance does not or is unable to do so, the Director of Finance, after making provision for
<br />notification of the beneficial owners by the then Depository and any other arrangements she
<br />deems necessary, shallpennit withdrawal of the Notes from the Depository, and authenticate and
<br />deliver Note certificates in bearer or registered form, as she determines, to the assigns of the
<br />Depository or its nominee; all at the cost and expense (includirig any costs of printing), if the
<br />event is not the result of Council action or inaction, of those persons requesting such issuance.
<br />
<br />As used in this Section and this ordinance~
<br />
<br />"Book~entry form" or "book-entry system" nieans a fonn or system under which
<br />(i) the beneficial right to principal and interest may be transferred only through a book entry and
<br />(ii) physical notes are issued only to a Depository or its nominee as owner, with the Notes
<br />"immobilized;' to the custody of the Depository, and the book entry is the record that identifies
<br />the owners of beneficial interests in that principal and interest
<br />
<br />"Depository" means any securities depository that is a cleating agency under
<br />federal law operating and maintaining a book":entry system to record beneficial ownership of the
<br />right to principal and interest, and to effect transfers of notes, in book-entry form, and includes
<br />and means initially The Depository Trust Company (a limited purpose trust company), New
<br />York; New York
<br />
<br />"Participant" means any participant contracting with a Depository under á book-
<br />entry system and includes security brokers and dealers, banks and trust companies, and clearing
<br />corporations
<br />
<br />Section 5, The Notes shall be sold at not less than the par value thereof by the
<br />Fiscal Officer at a private sale in a manner determined by the Fiscal Officer to be in the best
<br />interest and welfare of the City and at an interest rate not exceeding that specified in Section 3 of
<br />this ordinance The Director of Law shall obtain the services of qualified Bond Counsel, and her
<br />selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as Bond Counsel
<br />for the Notes is hereby confirmed, approved and ratified The Fiscal Officer shall cause the
<br />Notes to be prepared, and have the Notes signed and delivered, together with a tnle transcript of
<br />proceedings with reference to the issuance of the Notes, to the original purchaser thereof upon
<br />payment of the purchase price. The proceeds fÌom the sale of said Notes, except the accrued
<br />~,.r:,~:--::~, ':'..:~::=:_:, :;.'.';. be ;::.i¿ i~~0 ~h~ praper f.md and used for the purpc::;e for "vVbi;:;~ tt.G l';c~::;:
<br />are being issued under the provisions of this ordinance, The proceeds of the Notes also may be
<br />used to pay, and are hereby appropriated to pay, those certain costs of issuance set forth in
<br />Section 133.15(B), Ohio Revised Code; any such costs also may be paid out of any other
<br />[awfully availablernoneys of the City, which monies are hereby appropriated to such purpose;
<br />any s.uth costs may be paid from the same sources from which the principal of and interest on the
<br />Notes are paid, which monies are hereby appropriated for such purpose. Any accrued interest
<br />shall be paid into the Bond Retirement Fund to be applied to the payment of the principal and
<br />interest of the Notes in the manner provided by law
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<br />¡ PLÖ0435 DOC, J}
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