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<br />Fiscal Officer is hereþy 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 signjng of any such
<br />agreement.
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<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; (it) the beneficial owners jn book-entry fonn shaH have no right to
<br />receive Notes in the form of physical securities or certificates; (iii) ownership of beneficial
<br />interests ìn 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 />ow,nership of beneficial interests shall be made only by book entry by the Depository and its
<br />pahicipants; and (iv) the Notes as such shall not be transferable or exchangeable, except for
<br />trarisfer to another Depository or to another nominee of a Depository, without further action by
<br />the Council of the City
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<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 establjshed a securities
<br />depository/book-entry relationship with another qualified Depository, If the Fi¡;cal 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 deemA necessary, shall
<br />permit withdrawal of the Notes from the Depository, and authenticate 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 (including any costs of printing), if the event is not the result
<br />of Council action or inaction, of those persons requesting such issuance.
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<br />As used in this Section and this ordinance:
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<br />"Book....entry fonn" or "book-entry system" means a fonn 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 />"jrnmobiHzed" 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.
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<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.
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<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.
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<br />'J Section 5. The Notes shall be sold at not less than the par value thereof by the
<br />Fis~al Officer at private sale in a manner determined by the Fiscal Officer to be in the best
<br />intêrest 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 & Griswöld 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 />prQceedings with reference to the issuance of the Notes, to the original purch~ser thereof upon
<br />payment of the purchase price. The proceeds from the sale of said Notes, ex~ept 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 />S""tion l33,15(B), Ohio Revised Code; any such costs also may be paid òut 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
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<br />{KLF3014.DOC;1}
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