40-06 Issuance/Sale of Notes Wastewater Treatment $1,300,000

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Paying Agent In addition, the Notes shall be issued in the numbers and denominations requested by the original purchaser, shall be payable as w both principal and interest at the öffice of the Director of Finance- or at abaIik or trust company designated bÿ the Direttor of Finänce (herein individuallyór collectively the ''Paying Agent"), without deduction for exchange, collection or service charge; atld shall be payable in Federal Reserve funds of the United States of America if requested by the original purchaser Section 4. Pursuant to Section 133.30(B) of the Ohio Revi$ed Code, the Director of Finance may combine the Notes with other notes into a single consolidated issue of notes for purposes of their sale as a single issue, to be designated "Various Purpose General Obligation Bond Anticipation Notes~ Series 2006B", Such notes shall contain a summary statement of purposes encompassing the purpose for which the Notes are issued, shall be issued in the numbers and denominations requested by the origillal purchaser, alld shall be executed by the Mayor and the Director of Finance of the City, provided that one of such signatures may be a facsimile signature. The Notes, pursuant to the terms set forth below, may also be issued to a Deposiwry (as hereinafter defined) for use in a book-eniry system (as hereinafter defined). The Director of Finance is hereby authorized and directed, to the extent necessary or required, to enter into any agreementsdetennined necessary in connection with the authentication, immobilization, and transfer of Notes, inclnding arrangements for the payment of principal and interest by wire transfer, after determining that the execution thereof will not endanger the funds or securities of the City, which detennination shall be conclusively evidenced by the signing of any such agreement. If and às long as a book-eniry system is utilized, (i) the Notes shall be issued in the form of one note in the name of the Depository or its nominee, as owner, and immobilized in the cuswdy of the Depository; (ii) the beneficial owners in book-eniry form shall have no right w receive Notes in the fonn of physical securities or. certificates; (iii) ownership of beneficial interests in book-eniry form shall be shown by a boök eniry on the system maintained and operated by the Depository and its Participants (as hereinafter defined), and transfers of the ownership of beneficial interests shall be made only by book eniry by the Depository and its Participants; and (iv) the Notes as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, Without further action by the Council of the City. If any Depository determines not to continue to act as a Depository for the Notes for use in a book-entry system, the Director of Finance may attempt to have established a securities depository/book -eniry relationship with another qualified Depository. If the Director of Finance does not or is wtable to do so, the Director of Fillance, after making provision for notification of the beneficial owners by the then Depository and any other arrangements he deems neéessary, shall pennit withdrawal of the Notes from the Depository, and authenticate and deliver note certificates in bearer or registered form, as he determines, to the assigns of the Deposiwry or its nominee, all at the cost and expense (including any costs of printing), if the event is not the result of Council action or inaction, of those persons requesting such issuance. As used in this Section and this Ordinance: "Book-entry form" or "book-entry system" means a form or system under which (i) the beneficial right to principal and interest may be transferred only through a book eniry and (ii)physical notes are issued amy to a Depository or its nominee as owner, with the notes "immobilized" w the custody of the Depository, and the book eniry is the record that identifies the owners of beneficial inierests' in that principal and interest. ''Depository'" means any securities depository that is a, clearing agency under federal law operating and maintaining a book-eniry system to record beneficial ownership of the right to principal and u;.terest, and to effect transfers of notes, in book-eniry fonn, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York. "Participant" means any participant contracting with a Depository under a book- entry system and includes security brokers and dealers, banks and trust companies, and clearing corporations. {2006BANS AMENDED WASTEWATER TREATMENT PLANT (KLF3686);1}