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??. <br />bear, the final purchase price of the Notes and other final terms of the Notes in accordance with the <br />provisions of tlus 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 hue 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, are each authorized and directed to sign <br />any transcript certificates, financial statements and other docuxnents 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 <br />that issue sha11 be issued in a denomination less than $100,000 or be exchangeable for other notes in <br />denominations less than $100,000, unless a disclosure document in the form of an official statement <br />is prepared, distributed and used in connection with the original primary offering of that issue. <br />If, in the judgment of the Mayor and the Director of Finance, the prepazation of a <br />disclosure document in the form of an official statement is appropriate in connection with the <br />primary offering of the Notes (or a consolidated issue of which they are a part), either or both of <br />those officers, on behalf of the City and in their official capacities, may (i) prepare or cause to be <br />prepared, and make or authorize modifications, completions or changes of or supplements to, such <br />an official statement (which may include the City's 1999 Annual Informational Statement in <br />connection with Bonds and Notes), (ii) determine, and to certify or otherwise represent, when the <br />official statement is to be "deemed final" (except for permitted omissions) by the City as of its date <br />or is a final official statement for purposes of SEC Rule 15c2-12(b)(1), (3) and (4), (iii) use and <br />distribute, or authorize the use and distribution of those official statements and any supplements <br />thereto in connection with the original issuance of the Notes, and (iv) complete and sign those <br />official statements as so approved together with such certificates, statements or other documents in <br />connection with the finality, accuracy and completeness of those official statements. <br />As used in this Section and this ordinance: <br />"Note proceedings" means, collectively, this ordinance and the other proceedings of <br />the City, including the Notes, that provide collectively for, among other things, the rights of holders <br />and beneficial owners of the Notes. <br />"Rule" means Rule 15c2-12 prescribed by the Securities and Exchange Commission <br />pursuant to the Securities Exchange Act of 1934. <br />"Specified Events" means the occurrence of any of the following events, within the <br />meaning of the Rule, with respect to the Notes as applicable: principal and interest payment <br />delinquencies; non-payrnent related defaults; unscheduled draws on debt service reserves reflecting <br />financial difficulties; unscheduled draws on credit enhancements reflecting financial difficulties; <br />substitution of credit or liquidity providers, or their failure to perform; adverse tax opinions or <br />events affecting the tax-exempt status of the Notes; modifications to rights of holders or beneficial <br />-4- <br />,??,