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immobilization, and transfer of Notes, including arrangements for the payment of principal and <br />interest by wire transfer, after determining that the execution thereof will not endanger the funds <br />or securities of the City, which determination shall be conclusively evidenced by the signing of <br />any such 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 mobilized in <br />the custody of the Depository; (ii) the beneficial owners in book-entry form shall have no fight 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 Director of Finance may attempt to have established a <br />securities depository/book-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, shall permit 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 (including 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 '"oook-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 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 true 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 from the sale of said Notes, except the accrued <br />interest thereon, shall be paid into the proper fund and used for the purpose for which the Notes <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 />lawfully available moneys of the City, which monies are hereby appropriated to such purpose; <br />any such 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. <br /> <br />{KLF1573.DOC;1 } 2 <br /> <br /> <br />