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Anticipation Notes, Series 2000B"; such notes shall contain a summary statement of purposes <br />encompassing the purpose for which the Notes are issued; shall state that they are issued <br />pursuant to this ordinance; shall be issued in such numbers and denominations as may be <br />requested by the original purchaser; and shall be executed by the Mayor and Fiscal Officer, <br />provided that one of such signatures may be a facsimile signature. <br /> <br /> The Notes, pursuant to the terms set forth below, may also be issued to a <br />Depository (as hereinafter defined) for use in a book-entry system (as hereinafter defined). The <br />Fiscal Officer is hereby authorized and directed, to the extent necessary or required, to enter into <br />any agreements determined necessary in connection with the authentication, immobilization, and <br />transfer of Notes, including arrangements for the payment of principal and interest by wire <br />transfer, after determining that the execution thereof will not endanger the funds or securities of <br />the City, which determination shall be conclusively evidenced by the signing of any such <br />· agreement. <br /> <br /> If and as long as a book-entry system is utilized, (i) the Notes shall be issued in <br /> the form 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 right to <br /> receive Notes in the form of physical securities or certificates; (iii) ownership of beneficial <br /> interests in book-entry form 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 beneficial interests shall be made only by book entry by the Depository and its <br /> Participants; and (iv) the Notes as such shall not be transferable or exchangeable, except for <br /> transfer to another Depository or to another nominee of a Depository, without further action by <br /> the Council of the 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 Fiscal Officer may attempt to have established a securities <br />depository/book-entry relationship with another qualified Depository. If the Fiscal Officer does <br />not or is ramble to do so, the Fiscal Officer, after making provision for notification of the <br />beneficial owners by the then Depository and any other arrangements he deems necessary, shall <br />permit withdrawal of the Notes from the Depository, and authenticate and deliver Note <br />certificates in bearer or registered form, as he determines, to the assigns of the Depository or its <br />nominee, all at the cost and expense (including any costs of printing), if the event is not the result <br />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" means a form or system under which <br />(i) the beneficial fight 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 clearing 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 a 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 his <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 true transcript of <br />proceedings with reference to the issuance of the Notes, to the original purchaser thereof upon <br /> <br />{KI~F0SS3.DOC;1 } 2 <br /> <br /> <br />