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The Notes may be issued to a Depository for use in a book entry system and, if and as long <br />as a book entry system is utilized, (i) the Notes may be issued in the form of a single Note made <br />payable to the Depository or its nominee and deposited with and retained in the custody of the <br />Depository or its agent for that purpose; (ii) the owners of book entry interests shall have no right to <br />receive the Notes in the form of physical securities or certificates; (iii) ownership of book entry <br />interests shall be shown by book entry on the system maintained and operated by the Depository <br />and its Participants, and transfers of the ownership of book entry interests shall be made only by <br />book entry by the Depository and its Participants; and (iv) the Notes as such shall not be <br />transferable or exchangeable, except for transfer to another Depository ar to another nominee of a <br />Depository, without further action by the City. <br />If any Depository determines not to continue to act as a Depository for the Notes for use in a <br />book entry system, the Director of Finance may attempt to establish a securities depository/book <br />entry relationship with another qualified Depository. If the Director of Finance does not or is <br />unable to do so, the Director of Finance, after making provision far notification of the book entry <br />interest owners by the then Depository and any other arrangements deemed necessary, shall permit <br />withdrawal of the Notes from the Depository, and shall cause the Notes in bearer or payable form to <br />be signed by the officers authorized to sign the Notes and delivered to the assigns of the Depository <br />or its nominee, all at the cost and expense (including any costs of printing), if the event is not the <br />result of City action or inaction, of those persons requesting such issuance. <br />The Director of Finance is also hereby authorized and directed, to the extent necessary or <br />required, to enter into any ageements determined necessary in connection with the book entry <br />system for the Notes, after determining that the signing thereof will not endanger the funds or <br />securities of the City. <br />Section 6. The Notes shall be sold by the Director of Finance at private sale to NatCity <br />Investments, Inc., Cleveland, Ohio, at a purchase price not less than par plus accrued interest, in <br />accordance with law and the provisions of this ordinance. The Director of Finance shall sign the <br />Certificate of Award referred to in Section 3 evidencing that sale and specifying the interest ratc the <br />Notes are to bear, the final purchase price of the Notes and other final terms of the Notes in <br />accordance with the provisions of this ordinance. The Director of Finance shall then cause the <br />Notes to be prepared, and have the Notes signed and delivered, together with a true transcript of <br />proceedings with reference to the issuance of the Notes if requested by the original purchaser, to the <br />original purchaser upon payment of the purchase price. The Mayor, the Director of Finance, the <br />Director of Law, the Clerk of Council and other City officials, as appropriate, are each authorized <br />and directed to sign any transcript certificates, financial statements and other documents and <br />instruments and to take such actions as are necessary or appropriate to consummate the transactions <br />contemplated by this ordinance. The Director of Finance is authorized, if it is determined to be in <br />the best interest of the City, to combine the issue of Notes with one or more other unvoted general <br />obligation bond anticipation note issues of the City into a consolidated note issue pursuant to <br />Section 133.30(B) of the Revised Code; provided that, if the aggregate principal amount of the <br />consolidated issue is $1,000,000 or more, no note of that issue shall be issued in a denomination less <br />than $100,000 or be exchangeable for other notes in denominations less than $100,000. <br />Section 7. The proceeds from the sale of the Notes, except any premium and accrued <br />interest, shall be paid into the proper fund or funds, and those proceeds are appropriated and shall be <br />used for the purpose for which the Notes are being issued. The expenditure of those proceeds for <br />-3-