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The City and the Registrar must recognize and treat the Depository as the owner <br />of the Notes for all purposes, including payment of Debt Service, redemption and <br />other notices, and enforcement of remedies. <br />If any Depository determines not to continue to act as a Depository for the Notes <br />for use in a Book-Entry System or if the City determines to discontinue the Book- <br />Entry System, the Director of Finance may attempt to establish a securities <br />depository relationship with another qualified Depository. If the Director of <br />Finance does not or is unable to do so, the Director of Finance must direct the <br />Registrar to make provision for notification of the book-entry interest owners by <br />the Depository and to make any other arrangements necessary for the withdrawal <br />of the Notes from the Book-Entry System. <br />Section 7. Sale of the Notes. <br />(a) Private Sale. The Notes will be sold at private sale in accordance with law, the <br />provisions of this ordinance, and any Purchase Agreement, at a purchase price to <br />be determined by the Director of Finance in the Certificate of Award. That <br />purchase price must not be less than 97% of the principal amount of the Notes, <br />plus any accrued interest on the Notes from their date to the Closing Date. The <br />Director of Finance may either sell the Notes to an investment banker, acting as <br />underwriter, or to a financial institution or other entity or person, in a private <br />placement. The Director of Finance may enter into a Purchase Agreement with <br />the Original Purchaser in that private sale, or may sell the Notes without a <br />Purchase Agreement. The Notes must be sold with and upon such other terms as <br />are required or authorized by this ordinance to be specified in the Certificate of <br />Award, in accordance with the law, the provisions of this ordinance, and any <br />Purchase Agreement. <br />(b) Consolidation. If the Director of Finance determines it to be in the best interest <br />of the City, she may combine the issue of the Notes with one or more other note <br />issues of the City into a consolidated note issue in accordance with Section <br />133.30(B), Revised Code. <br />(c) Certificate of Award. The Director of Finance must sign and deliver the <br />Certificate of Award. The Director of Finance must state in the Certificate of <br />Award: the principal amount of the Notes; the interest rate on the Notes; the <br />purchase price for the Notes; and any other terms required by this ordinance. The <br />Director of Finance may state in the Certificate of Award any changes in the date, <br />the maturity date, the redemption provisions, and the designation of the Notes; <br />whether the Notes are to be consolidated with other note issues; and any other <br />terms authorized by this ordinance, subject to the limitations stated in this <br />ordinance. <br />-4- <br />