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<br />The Notes may be issued to a Depository for use in a book entry system and, if and
<br />as long as a book entry system is utilized, (i) the Notes may be issued in the form of a single,
<br />fully registered Note, registered in the name of the Depository or its nominee, as registered
<br />owner, and immobilized in the custody of the Depository; (ii) the beneficial owners in book
<br />entry form shall have no right to receive Notes in the form of physical securities or certificates;
<br />(iii) ownership of beneficial interests in book entry form shall be shown by book entry on the
<br />system maintained and operated by the Depository and its Participants, and transfers of the
<br />ownership of beneficial interests shall be made only by book entry by the Depository and its
<br />Participants; (iv) the Notes as such shall not be transferable or exchangeable, except for transfer
<br />to another Depository or to another nominee of a Depository, without further action by the City;
<br />and (v) the Director of Finance shall act as authenticating agent, note registrar and transfer agent
<br />for the Notes (the Note Registrar) and no Note shall be valid or obligatory for any purpose or
<br />shall be entitled to any security or benefit under this ordinance unless and until the certificate
<br />of authentication on the Note is signed by the Director of Finance.
<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
<br />of the beneficial owners by the then Depository and any other arrangements deemed necessary,
<br />shall permit withdrawal of the Notes from the Depository, and deliver note certificates to the
<br />assigns of the Depositoty or its nominee, all at the cost and expense (including any costs of
<br />printing), if the event is not the result of City action or inaction, of those persons requesting
<br />such issuance.
<br />The Director of Finance is also hereby authorized and directed to the extent
<br />necessary or required to enter into any agreements determined necessary in connection with the
<br />book entry system for the Notes, after determining that the signing thereof will not endanger the
<br />funds or securities of the City and after the approval of the form of any such agreement by the
<br />Director of Law.
<br />Section 6. The Notes shall be sold at not less than par at private sale by the Director
<br />of Finance to NatCity Investments, Inc., Cleveland, Ohio, in accordance with law and the
<br />provisions of this ordinance. The Director of Finance shall sign the certifcate of award referred
<br />to in Section 3 evidencing that sale, 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
<br />the 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
<br />and other City officials, as appropriate, are each authorized and directed to sign any transcript
<br />certificates, financial statements and other documents and instruments and to take such actions
<br />as are necessary or appropriate to consummate the transactions contemplated by this ordinance.
<br />The Director of Finance is authorized, if it is determined to be in the best interest of the City,
<br />to combine the issue of Notes with one or more other note issues of the City into a consolidated
<br />note issue pursuant to Section 133.30(B) of the Revised Code.
<br />The Mayor and the Director of Finance, on behalf of the City and in their official
<br />capacities, are authorized and directed to (i) prepare or cause to be prepared, and make or
<br />authorize modifications, completions or changes of or supplements to, an official statement
<br />relating to the original issuance of the Notes, (ii) determine, and to certify or otherwise
<br />represent, when the official statement is to be "deemed final" (except for permitted omissions)
<br />by the City as of its date or is a final official statement for purposes of SEC Rule 15c2-12(b)(1),
<br />(3) and (4), (iii) use and distribute, or authorize the use and distribution of, those official
<br />statements and any supplements thereto in connection with the original issuance of the Notes,
<br />and (iv) complete and sign those official statements as so approved together with such
<br />D03:[00523.DOCS.NOR05223]ORD PARK REC 245.
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