40-12 Issuance and and Sale of Notes

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hansferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by 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 establish a securities depositorylbook entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, after making provision for notification of the beneficial owners by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the Notes fiom the Depository, and shall cause the Notes in bearer or payable form to be signed by the officers authorized to sign the Notes and delivered to the assigns of the Depository or its nominee, all at the cost and expense (including any costs of printing), if the event is not the result of City action or• inaction, of those persons requesting such issuance. The Director of Finance is also hereby authorized and directed, to the extent necessary or required, to enter into any agreements determined necessary in connection with the book entry system for the Notes. Section 6. The Notes shall be sold to the Original Purchaser by the Director of Finance at a purchase price equal to not less than 100% of the aggregate principal amount of the Notes in accordance with law and the provisions of this Ordinance, the Final Terms Certificate and the Note Purchase Agreement (as hereinafter defined). The Note Purchase Agreement between the City and the Original Purclaser (the "Note Purchase Agreement") now on file with the Clerk of this Council is now approved, and the Director of Finance is authorized to sign and deliver, on behalf of the City, the Note Purchase Agreement with such changes that are not inconsistent with the provisions of this Ordinance, are not materially adverse to the interests of the City and are approved by the Director of Finance. That any such changes to the Note Purchase Agreement are not materially adverse to the interests of the City and approved by the Director of Finance shall be evidenced conclusively by the signing of the Note Purchase Agreement by the Director of Finance. The Director of Finance shall sign the Final Terms Certificate, cause the Notes to be prepared, and have the Notes signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Notes if requested by the Original Purchaser, to the Original Purchaser upon payment of the purchase price. The Mayor, the Director of Finance, the Director of Law, the Clerk of Council and other City officials, as appropriate, are each authorized and directed to sign any transcript certificates, financial statements and other documents and inshuments and to take such actions as aze necessary or appropriate to consummate the transactions contemplated by this Ordinance. The Director of Finance is authorized, if it is determined to be in the best interest of the City, to combine the Notes with one or more other note issues of the City into a consolidated note issue pursuant to Section 133.30(B) of the Revised Code. Section 7. A portion of the proceeds from the sale of the Notes sufficient, together with other funds of the City, to pay principal of and interest on the Outstanding Note when due shall be paid into the Bond Rethement Fund. Any remaining proceeds of the Notes shall be deposited, or deerned deposited, into an appropriate fund or funds to be used to pay the financing costs of the issuance of the Notes. Any amount remaining in that fund or those funds 120 days after the issuance of the Notes shall be transferred to the Bond Retirement Fund and used to pay the principal of and interest on the Notes when due. Any income earned from the inveshnent of the proceeds 2