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<br />any agreements determined necessary in connection with the authentication, iD1I1?-0bilization, and
<br />transfer of Notes, including arrangements for. the payment of principal and iriterest by wire
<br />transfer, after determining that the execution thereof will not endanger the funds or securities of
<br />the. City, which detenmnation shall he conclusively evidenced by tbe signing of any such
<br />agreement.
<br />
<br />If and as long as a book-entry system is utilized, (i) the Notes shall be issued in
<br />the: fann 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 fann shall have no right to
<br />receive Notes in the fann of physical securities or certificates; (iii) ownership of beneficial
<br />inteFests in book-entry fann 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 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 (=ouncil 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 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 />beneficial owners by the then Depository and any other arrangements he deems necessary, shall
<br />pennit 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 />non;iÏnee, all at the cost and expense (including any costs of printing), if the even~ 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 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 àre 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 />federalla:w 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
<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 companies, and clearing
<br />corporations
<br />
<br />Section 5, The Notes shall be sojd at not jess than the par value thereof by Ihe
<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 specified in Section 3 of
<br />this ,ordinance. The Director of Law shalj ohtain the services of qualified Bond Counsd, and his
<br />selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as Bond Counsel
<br />for ihe Notes is hereby confirmed, approved and ratified. The Fiscal Officer - shall cause the
<br />Notes to be prepared, and have the Notes signed and deHvered, together with a (rue 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 />interest thereon, shall be paid into the proper fund and used for the purpose for wh.ich 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 />Sec*on 133.15(B), Ohio Revised Code; any such costs also may be paid out 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
<br />
<br />{KLF3010.DOC;I)
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