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Note of each maturity, (ii) those Notes shall be registered in the name of the Depository or its nominee, as <br />registered owner, and immobilized in the custody of the Depository; (iii) the beneficial owners in book - <br />entry form shall have no right to receive Notes in the form of physical securities or certificates; (iv) <br />ownership of beneficial interests in any Notes in book -entry form shall be shown by book -entry on the <br />system maintained and operated by the Depository, and transfers of the ownership of beneficial interests <br />shall be made only by the Depository and by book -entry; and (v) the Notes as such shall not be transferable <br />or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without <br />further action by the City. Debt service charges on Notes in book -entry form registered in the name of a <br />Depository or its nominee shall be payable in same day funds delivered to the Depository or its authorized <br />representative upon presentation and surrender of Notes as provided in this Ordinance. <br />The Note Registrar may, with the approval of the City, enter into an agreement with the beneficial <br />owner or registered owner of any Note in the custody of a Depository providing for making all payments <br />to that owner of principal and interest on that Note or any portion thereof (other than any payment of the <br />entire unpaid principal amount thereof) at a place and in a manner (including wire transfer of federal funds) <br />other than as provided in this Ordinance, without prior presentation or surrender of the Note, upon any <br />conditions which shall be satisfactory to the Note Registrar and to the City. That payment in any event shall <br />be made to the person who is the registered owner of that Note on the date that principal is due, or, with <br />respect to the payment of interest, as of the applicable date agreed upon as the case may be. The Note <br />Registrar will furnish a copy of each of those agreements, certified to be correct by the Note Registrar, to <br />other paying agents for Notes and to the City. Any payment of principal or interest pursuant to such an <br />agreement shall constitute payment thereof pursuant to, and for all purposes of, this Ordinance. <br />If requested, the Mayor, Director of Finance, Clerk of Council, or any other officer of this Council, <br />is authorized and directed to execute, acknowledge and deliver, in the name of and on behalf of the City, the <br />letter agreement among the City, the paying agent for the Notes and The Depository Trust Company, as <br />Depository, to be delivered in connection with the issuance of the Notes to the Depository for use in a book - <br />entry system in substantially the form submitted to this Council. <br />The City may decide to discontinue use of the book -entry system through the Depository. In that <br />event, Note certificates will be printed and delivered to the Depository. <br />If any Depository determines not to continue to act as the Depository for the Notes for use in a <br />book -entry system, the City and the Note Registrar may attempt to establish a securities depository/book- <br />entry relationship with another qualified Depository under this Ordinance. If the City and the Note <br />Registrar do not or are unable to do so, the City and the Note Registrar, after the Note Registrar has made <br />provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the <br />Notes from the Depository and authenticate and deliver note certificates in fully registered form to the <br />assigns of the Depository or its nominee, all at the cost and expense (including costs of printing and <br />delivering definitive Notes), if the event is not the result of action or inaction by the City or the Note <br />Registrar, of those persons requesting such issuance. <br />Section 11. The Director of Finance is hereby directed to create the following funds and accounts <br />into which the proceeds of the Notes and all Revenues shall be deposited, which shall be established and <br />maintained, except as otherwise provided, so long as any Note hereby authorized remains unpaid. <br />(a) the Construction Fund designated the "City of Lakewood, Ohio Sidewalk <br />Improvement Series 2020 Construction Fund" (the "Construction Fund"); <br />(b) the Bond Fund, designated the "City of Lakewood, Ohio Sidewalk Improvement <br />Series 2020 Bond Fund" (the "Bond Fund"); and <br />14508812v2 <br />