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<br />Fiscal Officer is hereby 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 shan 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 />receive Notes in the fonn of. physical securities or certificates; (iii) ownership' of beneficial
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<br />int~rests in book-entry fonn shall be shown by a book entry on the system maintained and
<br />opèrated by the Depository and its Participants (as hereinafter defined), and 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 detennines not to continue to act as a Depositprÿ for the Notes
<br />fOf,'use 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 Fiscal Officer does
<br />not or is unable to do so, the Fiscal Officer, after making provision for notification of the
<br />beileficial owners by the then Depository and any other arrangements he deems necessary, shaH
<br />permit withdrawaj of the Notes from the Depository, and authenticate and dehver Note
<br />certificates in bearer or registered fonn, as he detennines, to the assigns of the Depository or its
<br />nOIJÙnee, 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 form: or system under which
<br />(1) the beneficial right to principal and interest may be transferred only through a book entry and
<br />(ü):physical notes are issued only to a Depository or its nominee as owner, with the Notes
<br />"jn1mobilized" 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 clearirigagency under
<br />federal law operating and maintaining a book-entry system to record beneficial bwnership 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 compatiie~', and clearing
<br />coiporations
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<br />. Section 5, The Notes shall be sold at not less than the par value thereof by the
<br />Fiscal Officer at private sale 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 specifiep. 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, Haiter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as )3ond Counsel
<br />for¡;the Notes is hereby confinned, 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 />prdþeedings with reference to the issuance of the Notes, to the original purcha'ser thereof upon
<br />paýment of the purchase price, The proceeds from the sale of said Notes, except 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 Nþtèsalso may be
<br />used to pay, and are hereby appropriated to pay, those certain costs of issuance set forth in
<br />SeCtion 133.15(8), Ohio Revised Code; any snch costs also may be paid qnt 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 aòd interest on the
<br />Notes are paid, which monies are hereby appropriated for such purpose. Any accrued interest
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<br />{KLF3012.DOC;1}
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