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<br />any agreements determined necessary in connection with the authentication, inµnobilizatiQn, 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 shall be conclusively evidenced by the 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 />thç form of one note in the name of the Depository or its nominee, as owner, and innnobilized in
<br />the custody of the Depository; (Ii) the beneficial owners in book-entry fonn shall have no right to
<br />reçeive Notes in the form of physical securities or certificates; (iii) owners'hip of beneficial
<br />interests in book-entry form shall be shown by a book entry on the systeD;l maintained and
<br />ophated by the Depository and its Participants (as hereinafter defined), anq 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,
<br />
<br />If any Depository detennines not to contim:¡e to act as a Depository for the Notes
<br />for use in a book-entry system, the Fiscal Officer may attempt to have establãshed a securities
<br />depository/book-entry relationship with another qualified Depository. If the Fiscaj Officer does
<br />nd,t 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 form, 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 i.s 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 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 />"innnobilized" to the custody of the Depòsitory, and the book entry is the record that identifies
<br />the owners of beneficial interests in that principal and interest. j
<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 />.t::ight to principal and interest, and to effect transfers of notes, in book-entry form, and includes
<br />and means initially The Deposjtory 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 sold at not less than the par valûe thereof by the
<br />Fiscaj Officer at private sale in a manner detennined by the Fiscal Offjcer to be jn the best
<br />inttrest 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 CQunsel, 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 Fjscal Officer shal] cause the
<br />Noites to be prepared, and have the Notes signed and delivered, together with a hue transcript of
<br />propeedings with reference to the issuance of the Notes, to the original purchaser 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 forwÌÜch 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 l33J5(B), Ohio Revised Code; any such costs also may be pajd Qut of any other
<br />ja",fully avajlabje 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 />Not~es are paid, which monies are hereby appropriated for such purpose. Any; accrued interest
<br />
<br />{2005W ATERIMPNOTEAMENDED.DOC;2j
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