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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 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 uti]jzed, (i) the Notes sháll 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 form of physiçal securities or certificates; (iii) ownersqip of beneficial
<br />interests 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 defjned), and transfers of the
<br />ownership of beneficial interests shall be made only by book entry by the Depository and its
<br />PaIticipants; and (iv) the Notes as such shall not be transferable or exchangeable, except for
<br />tra11sfer to another Depository or to another nominee of a Depository, without fuither action by
<br />the Council of the City,
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<br />If any Depository determines 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 />depositorylbook-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 deem~ necessary, shall
<br />per,plit withdrawal of the Notes from the Depository, and authenticate and deliver Note
<br />cei;#ficates in bearer or registered form, as he determines, to the assigns of the Depository or its
<br />nominee, all at thecost 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 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
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<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 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 Depo'sitory under a book-
<br />en~y system and includes security brokers and dealers, banks and trust companies, and clearing
<br />corporations.
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<br />j Section 5, The Notes shall be sold at not less than the par valµe thereof by the
<br />Fistal 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 shall obtain the services of qualified Bond 'Counsel, and his
<br />selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as Bond Counsej
<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 purchaseI thereof upon
<br />payment of the purchase price The proceeds from the sale of said Notes, ex¡:ept 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 Not~s also may be
<br />us$ to pay, and are hereby appropriated to pay, those certain costs of issuance set forth in
<br />Section 133J5(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 appropliated for such purpose .Any accrued interest
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<br />¡KLf.3008.DOC;lj
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