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<br />any agreements determined necessary in connection with the authentic-ation, iIIIIµobilization, and
<br />trazisfer 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 deterrnination shall be conclusively evidenced by the signing of any such
<br />agreement.
<br />
<br />If and as jong 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; (ii) the beneficial owners in book-entry fonn shall have no right to
<br />rec~ive Notes in the form of physical securities or certificates; (Hi) owners4ip of beneficial
<br />intérests 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 shaH be made onjy by book entry by the Depôsjtory and its
<br />Participants; and (iv) the Notes as such shall not be transferable or exchang~able, except for
<br />tràtisfer 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 detennines 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 establi$hed a securities
<br />depositorylbook-entry relationship with another qualified Depository. If the Fis"cal Officer does
<br />not or is unable to do so, the Fiscal Officer, after making provision for notification of the
<br />ben~ficial owners by the then Depository and any other arrangements he deems''lle;cessary, shall
<br />peITnit 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 />nonµnee, 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 in this Section and this ordinance:
<br />
<br />"Book-entry form" or "book-entry system" 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 />"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 />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 forni, and indudes
<br />and means initially The Depository Trust Company (a limited purpose trust company), New
<br />York, New York.
<br />
<br />"Participant" means any participant contracting with a Depository under a book-
<br />entr¥ system and includes security brokers and dealers, banks and trust companies, and clearing
<br />corpprations
<br />
<br />Section 5 The Notes shalj be sold at not less than the par value thereof by the
<br />FiscM Officer at private sale in a manner detennined by the Fiscal Officer td 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, ¡¡¡; 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 />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 />inte~est thereon, shall be paid into the proper fund and used for the purpose for which the Notes
<br />are qeing issued under the provisions of this ordinance. The proceeds of the Notes also may be
<br />usecIi to pay, and are hereby appropriated to pay, those certain costs of issuance set forth in
<br />Section 133.l5(B), Ohio Revised Code; any such costs also may be paid out of any other
<br />lawf~llly available moneys of the City, which monies are hereby appropriated tQ 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
<br />
<br />{KLF3007.DOC;I
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