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<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 Depository 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 certificate 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 />If in the judgment of the Mayor and the Director of Finance a disclosure document
<br />in the form of an official statement relating to the original issuance of the Notes is appropriate,
<br />either or both of those officers, on behalf of the City and in their official capacities, are
<br />authorized to (i) prepare or cause to be prepared, and make or authorize modifications,
<br />completions or changes of or supplements to, such an official statement, (ii) determine, and to
<br />certify or otherwise represent, when the official statement is to be "deemed final" (except for
<br />permitted omissions) by the City as of its date or is a final official statement for purposes of
<br />SEC Rule 15c2-12(b)(1), (3) and (4), (iii) use and distribute, or authorize the use and
<br />distribution of, those official statements and any supplements thereto in connection with the
<br />original issuance of the Notes, and (iv) complete and sign those official statements as so
<br />approved together with such certificates, statements or other documents in connection with the
<br />finality, accuracy and completeness of those official statements.
<br />Section 7. The proceeds from the sale of the Notes, except any premium and
<br />accrued interest, shall be paid into the proper fund or funds and those proceeds are appropriated
<br />and shall be used for the purpose for which the Notes are being issued. Any portion of those
<br />proceeds representing premium and accrued interest shall be paid into the Bond Retirement
<br />Fund.
<br />D03:[00523.DOCS.NOR05223]ORD_NM_STORM SWR.6'70
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