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<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 ilie payment of principal and interest by wire <br />transfer, after determining that the execution thereof will not endanger the funds or securities of <br />ilie City, which detennination shall be conclusively evideuced by ilie signing of any such <br />agreement. <br /> <br />If and as long as a book-entry system is utilized, (i) ilie 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 />ilie custody of the Depository; (Ii) ilie benefic\al owuers in book-entry fonn shall have no right to <br />receive Notes in the fonn of physical securities or certificates; (iii) ownership of beneficial <br />interests in book-entry fonn shall be shown by a book entry on the system maintained and <br />operated by ilie Depository and its Participants (as hereinafter defined), and transfers of ilie <br />ownership of beneficial interests shall be made only by book entry by ilie Depository and its <br />Participants; and (iv) ilie 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 />ilie Council of ilie City: <br /> <br />If any Depository detenllines 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 wiili anoilier qualified Qepository. Ifilie 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 ilie ilien Depository and any oilier arrangements he deems necessary, shall <br />pennit wiilidrawal of ilie Notes /Yom ilie Depository, and auilienticate and deliver Note <br />certificates in bearer or registered fonn, as he determines, to the assigns of the Depository or its <br />nominee, all at the cost and expense (induding 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 iliis Section and this ordinance: <br /> <br />"Book-entry fonn" or "book-entry system" means a fonn or system under which <br />(i) ilie 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 ilie custody of ilie Depository, and ilie book entry is ilie record iliat 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 foon. and includes <br />and means initially The Depository Trust Company (a limited purpose trust company), New <br />York,NewYork <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 ilian ilie par value iliereof by ilie <br />Fiscal Officer at private sale in a manner detennined by ilie Fiscal Officer to be in ilie best <br />interest and welfare of ilie 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 ilie Notes is hereby confinned, approved and ratified. The Fiscal Officer is auiliorized, 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 ofllie Notes. The Fiscal Officer shall cause the Notes to <br />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 ofilie purchase price. The proceeds /Yom ilie sale. of said Notes, except ilie 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 l33.l5(B), Ohio Revised Code; any such costs also may be paid out of any oilier <br />lawfully available moneys of ilie City, which monies are hereby appropriated to such purpose; <br /> <br />{KLF2562.DOC;1} <br /> <br />2 <br />