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<br />ownership of book entry interests in the Notes or the principal of, and interest on, the Notes and to
<br />effect transfers of the Notes, in book entry form, and includes and means initially The Depository
<br />Trust Company (a limited purpose trust company), New York, New York.
<br />"Participant" means any participant contracting with a Depository under a book entry
<br />system and includes security brokers and dealers, banks and trust companies, and clearing
<br />corporations.
<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 immobilized in the custody of the Depository ar
<br />its agent for that purpose; (ii) the owners of book entry interests sha11 have no right to receive the
<br />Notes in the form of physical securities or certificates; (iii) ownership of book entry interests shall
<br />be shown by book entry on the system maintained and aperated by the Depository and its
<br />Participants, and transfers of the ownership of book entry interests shall be made only by book entry
<br />by the Depository and its Participants; and (iv) the Notes as such shall not be transferable or
<br />exchangeable, except for transfer to another Depository or to another nominee of a Depository,
<br />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 permrt 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 Directar of Finance at private sale at a
<br />purchase price not less than par plus accrued interest, in accordance with law and the provisions of
<br />this ordinance. In accordance wrth her determination of the best interest of the City and the amount
<br />required for the purpose set forth in Section 1(including payment of financing costs in connection
<br />with the Notes), and based on conditions then existing in the financial markets, the Director of
<br />Finance shall sign the Certificate of Award to establish and specify the aggregate principal amount
<br />of the Notes to be issued, the interest rate the Notes are to bear, the final purchase price of the Notes
<br />and other final terms of the Notes in accordance with the provisions of this ordinance and to
<br />evidence the sale of the Notes to the original purchaser. Thereafter, the Director of Finance shall
<br />cause the Notes to be prepared, and have the Notes signed and delivered, together with a true
<br />transcript of proceedings wnth reference to the issuance of the Notes if requested by the original
<br />purchaser, to the original purchaser upon payment of the purchase price. The Mayor, the Director
<br />of Finance, the Director of Law, the Clerk of Council and other City officials, as appropriate, are
<br />each authorized and directed to sign any transcript certificates, financial statements and other
<br />documents and instruments and to take such actions as are necessary ar appropriate to consummate
<br />the transactions contemplated by this ordinance. The Director of Finance is authorized, if it is
<br />determined to be in the best interest of the City, to combine the issue of Notes with one or more
<br />other note issues of the City into a consolidated note issue pursuant to Section 133.30(B) of the
<br />Revised Code; provided that no note of that issue shall be issued in a denomination less than
<br />$100,000 or be exchangeable for other notes in denominations less than $100,000.
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