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<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 eniry 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 or
<br />its agent for that purpose; (ii) the owners of book entry interests shall 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 opera.ted 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 pernut 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 Director of Finance at private sale to NatCity
<br />Investments, Inc., Cleveland, Ohio (the Original Purchaser), at a purchase price not less than 97% of
<br />par plus accrued interest, in accordance with law and the provisions of this ordinance. In
<br />accordance with her determination of the best interest of the City and the amount required, together
<br />with other funds available and appropriated for the purpose, to retire the Outstanding Notes and to
<br />provide for the payment of financing costs (as defined in Section 133.01 of the Revised Code) in
<br />connection with the Notes, and based on conditions then existing in the financial markets, the
<br />Director of Finance sha11 sign the Certificate of Awazd to establish and specify the aggregate
<br />principal amount of the Notes to be issued, the rate of interest the Notes are to bear, the final
<br />purchase price of the Notes and other final terms of the Notes in accordance with the terms of this
<br />ordinance and evidence the sale of the Notes to the Original Purchaser. Thereafter, the Director of
<br />Finance shall cause the Notes to be prepared, and have the Notes signed and delivered, together
<br />with a true transcript of proceedings with reference to the issuance of the Notes if requested by the
<br />Original Purchaser, to the Original Purchaser upon payment of the purchase price. The Mayor, the
<br />Director of Finance, the Clerk of Council, the Director of Law, the Clerk of Council and other City
<br />officials, as appropriate, are each authorized and directed to sign any transcript certificates, financial
<br />statements and other documents and instruments and to take such actions as are necessary or
<br />appropriate to consummate the transactions contemplated by this ordinance. The Director of
<br />Finance is authorized, if it is detertnined to be in the best interest of the City, to combine the issue of
<br />Notes with one or more other note issues of the City into a consolidated note issue pursuant to
<br />Section 133.30(B) of the Revised Code.
<br />The Mayor and the Director of Finance are authorized, on behalf of the City and
<br />in their official capacities, to (i) prepaze or cause to be prepazed, and make or authorize
<br />modifications, completions or changes of or supplements to, a disclosure document in the form of
<br />an official statement relating to the original issuance of the Notes, (ii) determine, and to certify or
<br />otherwise represent, when the official statement is to be "deemed final" (except for permitted
<br />omissions) by the City as of its date or is a final official statement for purposes of SEC Rule
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