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<br />Section 4. Pursuant to Section 133.30(B) of the Ohio Revised Code, the Director
<br />of Finance may combine the Notes with other notes into a single consolidated issue of notes for
<br />purposes of their sale as a single issue, to be designated "VariOllS Purpose General Obligation
<br />Bond Anticipation Notes, Series 2006" Such notes shall contain a sm;nmary statement of
<br />purposes encompassing the purpose for which the Notes are issued, shall be issued in the
<br />numbers and denominations requested by the original p1îrchaser, and shall be executed by the
<br />Mayor and the Director of Finance of the City, provided that one of such signatures may be a
<br />facsimile signature..
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<br />The Notes, pursuant to the terms set forth below, may also be issued to a
<br />Depository (as hereinafter defined) for use in a book-entry system (as hereinafter defined) The
<br />Pirector of Finance is hereby authorized and directed, to the extent necessary or required, to
<br />enter into any agreements determined necessary in connection with the authentication,
<br />immobilization, and transfer of Notes, including arrangements for the payri:Ient of principal and
<br />interest by wire traÍ1sfer, after determining that the execution thereof will not endanger the funds
<br />or securities of the City, which determination shall be conclusively evidenced by the signing of
<br />any such 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 form of physical securities or certificates; (iii) ownership 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 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.
<br />
<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 Director of Finance may attempt to have established a
<br />securities depositorylbook-entry relationship with another qualified Depository, If the Director
<br />of Finance does not or is unable to do so, the Director of Finance, after making provision for
<br />notification of the beneficial owners by the then Depository and any other arrangements he
<br />deems necessary, shall permit withdrawal ofthe Notes from the Depository, and authenticate and
<br />deliver note certificates in bearer or registered fo11ll, as he detennines, to the assigns of the
<br />D{1pository or its nominee, all at the cost and expense (including any costs of printing), if the
<br />event is not the result of Council action or inaction, of those persons requesting such issuance.
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<br />As used in this Section and this Ordinance'
<br />
<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.
<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 />right to principal and interest, and to effect transfers of notes, in book~entry fo11ll, 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.
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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 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 Counsel
<br />for the Notes is hereby confirmed, approved and ratified" The Fiscal Officer shall cause the
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<br />{2006BANS.DQC;1}
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