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<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 signing 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; (ii) the beneficial owners in book-entry form shall have no right to
<br />rec~ive Notes in the form of physical securities or certificates; (iii) ownership of beneficial
<br />int~rests 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 sball be made onjy by book entry by the Depòsitory 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 ~urther action by
<br />the Council of the City,
<br />
<br />it If any Depository determines not to continue to act as a Deposit~ry; for the Notes-
<br />fo(tIse in a book-entry system, the Fiscal Officer may attempt to have established a securities
<br />depository/book-entry relationship with another qualified Depository If the FiscaÌ Officer does
<br />not-or is unable to do so, the Fiscal Officer, after making provision for notification of the
<br />,
<br />beneficial owners by the then Depository and any other arrangements he deemSinecessary, shall
<br />permit withdrawal of the Notes from the Depository, and authenticate and deliver Note
<br />certificates in bearer or registered fonn, as he detennines, 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 in this Section and this ordinance:
<br />
<br />"Book-entry form" or "book-entry system" means a form or system under which
<br />(j) the beneficial right to principal and interest may be transferred onjy 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 />tight 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.
<br />
<br />"Participant" means any participant contracting with a Depositoriy ander a book-
<br />enu:y system and includes security brokers and dealers, banks and trust companies, and clearing
<br />corporations
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<br />Section 5, The Notes shall be sold at not less than tbe par value thereof by the
<br />Fiscal Officer at private sale in a manner determined by the Fiscal Officer t6 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 shalj obtain the services of qualified Bond t:ounseJ, and his
<br />selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, às Bond Counsel
<br />forjhe Notes is hereby confirmed, approved and ratified The Fiscal Office~' shall cause the
<br />Not6s to be prepared, and have the Notes signed and delivered, together with a truè 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, exçept 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 issuahce set fOlth in
<br />Section 133J5(B), Ohio Revised Code; any such costs also may be paid ott 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 an~ interest on the
<br />Notes are paid, which monies are hereby appropriated for such purpose, Any accrued interest
<br />shall be paid into the Bond Retirement Fund to be applied to the payment of the principal and
<br />inte~est of the Notes in the manner provided by law, '
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<br />{KLF3011.DOC;I}
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