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or securities of the City, which determination shall be conclusively evidenced by the signing of any such agreement. If and as long as a book-entry system is utilized, (i) the Notes shall be issued in the form of one note in the name of the Depository or its nominee, as owner, and immobilized in the custody of the Depository; (ii) the beneficial owners in book-entry form shall have no right to receive Notes in the form of physical securities or certificates; (iii) ownership of beneficial inferests in book-entry form shall be shown by a book entry on the system maintained and operated by the Depository and its Participants (as hereinafter defined), and transfers of the ownership of beneficial interests shall be made only by book entry by the Depository and its Participants; and (iv)the Notes as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Council of the City. If any Depository determines not to continue to act as a Depository for the Notes for use in a book-entry system, the Director of Finance may attempt to have established a securities depository/book-entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, after making provision for notification of the beneficial owners by the then Depository and any other arrangements she deems necessary, shall permit withdrawal of the Notes from the Depository, and authenticate and deliver Note certificates in bearer or registered form, as she determines, to the assigns of the Depository or its nominee, all at the cost and expense (including any costs of printing), if the event is not the result of Council action or inaction, of those persons requesting such issuance. As used in this Section and this ordinance: "Book-entry form" or "book-entry system" means a form or system under which (i) the beneficial right to principal and interest may be transferred only through a book entry and (ii) physical notes are issued only to a Depository or its nominee as owner, with the Notes "immobilized" to the custody of the Depository, and the book entry is the record that identifies the owners of beneficial interests in that principal and interest. "Depository" means any securities depository that is a clearing agency under federal law operating and maintaining a book-entry system to record beneficial ownership of the right to principal and interest, and to effect transfers of notes, in book-entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York. "Participant" means any participant contracting with a Depository under a book- entry system and includes security brokers and dealers, banks and trust companies, and clearing corporations. Section 5. The Notes shall be sold at not less than the par value thereof by the Fiscal Officer at private sale in a manner determined by the Fiscal Officer to be in ihe best interest and welfare of the City and at an interest rote not exceeding that specified in Section 3 of this ordinance. The Director of Law shall obtain the services of qualified Bond Counsel, and her selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as Bond Counsel for the Notes is hereby cOnfirmed, approved and ratified. The Fiscal Officer shall cause the Notes to be prepared, and have the Notes signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Notes, to the original purchaser thereof upon payment of the purchase price. The proceeds from the sale of said Notes, except the accrued interest thereon, shall be paid into the proper fund and used for the purpose for which the Notes are being issued under the provisions of this ordinance. The proceeds of the Notes also may be used to pay, and are hereby appropriated to pay, those certain costs of issuance set forth in Section 133.15(B), Ohio Revised Code; any such costs also may be paid out of any other lawfully available moneys of the City, which monies are hereby appropriated to such purpose; any such costs may be paid from the same sources from which the principal of and interest on the Notes are paid, which monies are hereby appropriated for such purpose. Any accrued interest shall be paid into the Bond Retirement Fund to be applied to the payment of the principal and interest of the Notes in the manner provided by law. I PLD0449.DOC;I }