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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 ar 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 use in a
<br />book entry system, the Director of Finance may attempt to establish a securities depository/book
<br />entry relationship with another qualified Depository. If the Director of Finance does not or is
<br />unable to do so, the Director of Finance, after making provision for notification of the book entry
<br />interest owners by the then Depository and any other arrangements deemed necessary, shall permit
<br />withdrawal of the Notes from the Depository, and shall cause the Notes in bearer or payable form to
<br />be signed by the officers autharized to sign the Notes and delivered to the assigns of the Depository
<br />or its nominee, all at the cost and expense (including any costs of printing), if the event is not the
<br />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 or
<br />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, at a purchase price not less than par plus accrued interest, in
<br />accordance with law and the provisions of this ordinance. In accardance with her determination of
<br />the best interest of the City and based on conditions then existing in the financial markets, the
<br />Director of Finance shall sign the Certificate of Award to establish and specify the aggregate
<br />principal amount of the Notes to be issued, the interest rate the Notes are to bear, the final purchase
<br />price of the Notes and other final terms of the Notes in accordance with the provisions of this
<br />ordinance and to evidence the sale of the Notes to the original purchaser. The Director of Finance
<br />shall then cause the Notes to be prepared, and have the Notes signed and delivered, together with a
<br />true transcript of proceedings with 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 or 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, if the aggregate principal amount of the consolidated issue is
<br />$1,000,000 or more, no note of that issue shall be issued in a denomination less than $100,000 or be
<br />exchangeable for other notes in denominations less than $100,000.
<br />If in the judgment of the Mayor and the Director of Finance a disclosure document in the
<br />form of an official statement relating to the original issuance of the Notes is appropriate, either or
<br />both of those officers, on behalf of the City and in their official capacities, are authorized to (i)
<br />prepare or cause to be prepared, and make or authorize modifications, completions or changes of or
<br />supplements to, such an official statement, (ii) determine, and to certify or otherwise represent,
<br />when the official statement is to be "deemed final" (except for permitted omissions) by the City as
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