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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 bereinaiter 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 ofthe 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 unable 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 Conncil action or inaction, of those persons requesting such issuance.
<br />
<br />As used in this Section and this ordinance:
<br />
<br /> 'Book-entry forni' or '~ook-entry systeni' means a form 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 />'~nznobilizect'to the custody of the Depository, and the book entry is the record that identifies the
<br />owners of beneficial interests in that principal and interest.
<br />
<br /> 'Depositor~'means any securities depository that is a clearing agency under federal
<br />law operating and maintaining a book-entry system to record beneficial ownership of the right to
<br />principal and interest, and to effect transfers of notes, in book-entry form, and includes and
<br />means initially The Depository Trust Company (a limited purpose trust company), New York,
<br />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 sol~l 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 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 is authorized, if she
<br />determines it to be in the best interest of the City, to retain the'services of a qualified financial
<br />advisor in connectiOn with the issuance of the Notes. The Fiscal Officer shall cause the Notes to
<br />be prepared, and have the Notes signed and delivered, together with a tree 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
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