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<br />Fiscal Officer is hereby authorized and directed, to the extent necessary or required, to enter iilto
<br />any agreements detennined necessary in connection with the authentication, immobilization, and
<br />tr'tTIsfer of Notes, including arrangements for the payment of principal and interest by wire
<br />tránsfer, after detennining that the execution thereof wi1l not endanger the funds or securities of
<br />the City, which deteimination shall be conclusively evidenced by the signing of any such
<br />agreement.
<br />
<br />If and as long as a book-entry system is utihzed, (i) the Notes ,shall be issued in
<br />the fann of one note in the name of the Depository or its nominee, as owner, atd immobilized in
<br />the custody of the Depository; (ii) the beneficial owners in book-entry form shaH have no right to
<br />receive Notes in the form of physical securities or certificates; (Hi) ownership of beneficial
<br />interests iu book-eutry form shall be shown by a book entry on the systerl1 maintained and
<br />operated by the Depository and its Participants (as hereinafter defined), an<¡i 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, '
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<br />If any Depository determines not to continue to act as a Deposi~ory for the Notes
<br />for use in a book-entry system, the Fiscal Officer may attempt to have established a securities
<br />d~pository/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 fOnTI, 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 />As used jn this Section and this ordinance:
<br />
<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 />"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 />fe4exallaw bperating and maintaining a book-entry system tQ record beneficial',owrtership of the
<br />right to principal and interest, and to effect transfers of notes; in book-entry fonn, and includes
<br />and means iuitially The Depository Trust Company (a hrrùted 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 compaties, and clearing
<br />corporations :
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<br />Section 5, The Notes shall be sold at not less than the par valke thereof by the
<br />Fiscal Officer at private saie 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 specifiçd in Section 3 of
<br />thì,~ 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 confinned, approved and ratified The Fiscal Officer shall cause the
<br />Nptes to be prepared, and have the Notes signed and delivered, together with a tnie transcript of
<br />prqceedings 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, e;.¡:cept 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 />Íawfully 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 />{KLFJ013.DOC;l
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