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<br />The Notes may be issued to a Depository for use in a book entry system and, if and as
<br />long as a book entry system is utilized, (i) the Notes may be issued in the form of a single Note
<br />made payable to the Depository or its nominee and deposited 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 enhy
<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 sha11 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 or 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
<br />use in a book entry system, the Director of Finance may attempt to establish a securities
<br />depository/book entry relationship with another qualified Depository. If the Director of Finance
<br />does not or is unable to do so, the Director of Finance, after making provision for notification of the
<br />book entry interest owners by the then Depository and any other arrangements deemed necessary,
<br />shall permit withdrawal of the Notes from the Depository, and shall cause the Notes in bearer or
<br />payable form to be signed by the officers authorized to sign the Notes and delivered to the assigns of
<br />the Depository or its nominee, all at the cost and expense (including any costs of printing), if the
<br />event is not the 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
<br />or required, to enter into any agreements 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 (the Original Purchaser), at a purchase price not less than 97% of
<br />par plus accrued interest, in accordance with law and the provisions of this ordinance. In
<br />accordance with her determination of the best interest of the City and her determination of the
<br />amount required for the purpose set forth in Sections 1 and 3, and based on conditions then existing
<br />in the financial markets, the Director of Finance shall sign the Certificate of Award to establish and
<br />specify the aggregate principal amount of the Notes to be issued, the interest rate the Notes aze to
<br />bear, the final purchase price of the Notes and other final terms of the Notes in accordance with the
<br />provisions of this ordinance and evidence the sale of the Notes to the Original Purchaser.
<br />Thereafter, the Director of Finance shall cause the Notes to be prepared, and have the Notes signed
<br />and delivered, together with a true transcript of proceedings with reference to the issuance of the
<br />Notes if requested by the Original Purchaser, to the Original Purchaser upon payment of the
<br />purchase price. The Mayor, the Director of Finance, the Clerk of Council, the Director of Law, the
<br />Clerk of Council and other City officials, as appropriate, aze each authorized and directed to sign
<br />any transcript certificates, financial statements and other documents and instruments and to take
<br />such actions as aze necessary or appropriate to consummate the transactions contemplated by this
<br />ordinance. The Director of Finance is authorized, if it is determined to be in the best interest of the
<br />City, to combine the issue of Notes with one or more other note issues of the City into a
<br />consolidated note issue pursuant to Section 133.30(B) of the Revised Code; provided that, if the
<br />aggregate principal amount of any such consolidated note issue is $1,000,000 or more, no note of
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