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<br />to be paid with respect to such exchange or transfer, and the Registrar may require that such
<br />charge or charges shall be paid before any such new Bond shall be delivered. Anything herein to
<br />the contrary notwithstanding; no exchange or transfer of Bonds shall be reqnired to be made (i)
<br />between the tenth day preceding the mailing of notice of redemption of Bonds and the date of
<br />that mailing, or (ii) with respect to any Bond selected for redemption; in whole or in part
<br />
<br />The Bonds, pursuant to the terms set förth below,. IDl:J,y also be issued to a
<br />Depository for use. in a Book-entry system. The Fiscal Officer-is hereby authorized and directed,
<br />to the extent necessary or required, to enter into.. any agreements determined necessary in
<br />connection with the registration, aüthentiëatioh" irbÌi1òôiliZãti6h, and transfer of Bonds; including
<br />arrangements for the payment of principal and interest by wire transfer; after determining that the
<br />execution thereof will not endanger the funds or securities of the City, wmch determination shall
<br />be conclusively evidenced by the signing of any such agreement.
<br />
<br />If and so long as a Book-entry system is ntilized, (i) the Bonds shall be issued in
<br />the fonn of one fully registered Bond registered in the name of the Depository or its nominee, as
<br />registered owner; and immobilized in the custody of the Depository; (ii) the beneficial owners in
<br />Book-entry fonn shall have no right to receive Bonds in the form of physiëal securities or
<br />certificates; (iii) ownership of beneficial interests in Book-entry fonn shall be shown by a book
<br />entry on the system maintained and operated by the Depository and its Participants, and transfers
<br />of the ownership of beneficial interests shall be made only by book entry by the Depository and
<br />its Participants; and .civ) the Bonds 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 Bonds
<br />for use in a Book-entry system, the Fiscal Offic~r may, attempt to have established a securities
<br />depositorylbook-entry relationship with another qnalified 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 Bonds fÌom the Depository, and authenticate and deliver bond
<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 />SECTION 5. The Bonds are hereby awarded and sold at private sale to the
<br />Original Purchaser, in accordance with law, the provisions of this Ordinance and the' Original
<br />Purchaser's offer to purchase the Bonds (as set forth in the Bond Purchase Agreement) at the
<br />purchase price specified in the Certificate of Award (the "Purchase Price"), and the Fiscal
<br />Officer is hereby authorized and directed to sign and deliver, in the name and on behalf of the
<br />City, a Bond Purchase Agreement between the City and the Original Purchaser
<br />
<br />The Mayor and the Fiscal Officer, as appropriate, are each authorized and directed
<br />to sign any transcript certificates, financial statements and other documents, agreements,
<br />representations. and instruments, and to take such actions as are necessary or appropriate to
<br />consummate the transactions contemplated by this Ordinance. The Fiscal Officer, in accordance
<br />with his determination of the best interests of and financial advantages to the City and conditions
<br />then existing in the financial market, all consistently with the provisions Qf this Ordinance, shall
<br />establish the terms of the Bonds to be specified in the Certificate of Award in accordance with
<br />the terms set out at Section 6 of this Ordinance, sign the Certificate of Award evidencing the sale
<br />of the Bonds, cause the Bonds to be prepared, and have the Bonds sIgned and delivered, together
<br />with a true transcript of proceedings with reference to the issuance of the Bonds to the Original
<br />Purchaser upon payment of the Purchase Price. The Director of Law shall obtain the services of
<br />qualified Bond Counsel, and his selection of Calfee; Halter & Griswold LLP, Bond Attorneys,
<br />Cleveland, Ohio, as Bond Counsel for the Bonds is herebyconfinned, approved and ratified;
<br />
<br />The proceeds from the sale of the Bonds, except the premium or accrued interest
<br />thereon, shall be paid into the proper fund and nsed for the purpose for which the Bonds are
<br />being issued under the provisions of this Ordinance and may be used to pay those certain costs of
<br />issuance set forth in Section 13315(B) of the Ohio Revised Code; any such costs also may be
<br />paid out of any other lawfully available moneys of the City and any such costs which are future
<br />financing costs may be paid fÌom the same sources fÌom which the principal of and interest on
<br />
<br />{CTOl24;l}
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