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<br />The Notes may be issued to a Depository for use in a book enhy 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 or
<br />its agent for that purpose; (ii) the owners of bvok 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 operated 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 transfera.ble 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, t12e 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 />sha11 permit withdrawal of the Notes from the Depository, and sha11 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 Directox 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 sha11 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 for the
<br />purpose set forth in Section 1(including payment of financing costs in connection with the Notes),
<br />and based on conditions then existing in the financial mazkets, the Director of Finance sha11 sign the
<br />Certificate of Award to establish and specify the aggregate principal amount af the Notes to be
<br />issued, the interest rate the Notes aze to bear, the final purchase price of the Notes and other final
<br />terms of the Notes in accordance with the provisions of this ordinance and evidence the sale of the
<br />Notes to the Original Purchaser. Thereafter, the Director of Finance shall cause the Notes to be
<br />prepared, and have the Notes signed and delivered, together with a true transcript of pxaceedings
<br />with reference to the issuance of the Notes if requested by the Original Purchaser, to the Original
<br />Purchaser upon payment of the purchase price. The Mayor, the Director of Finance, the Clerk of
<br />Council, the Director of Law, the Clerk of Council and other City officials, as appropriate, are each
<br />authorized and directed to sign any transcript certificates, financial statements and other documents
<br />and instruments and to take such actions as are necessary or appropriate to consummate the
<br />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 consalidated note issue pursuant to Section 133.30(B) of the
<br />Revised Code; provided that, if the aggregate principal amount of any such consoiidated note issue
<br />is $1,000,000 or more, no note of that issue shall be issued in a denomination less than $100,000 or
<br />be 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
<br />in the form of an official statement is appropriate relating to the original issuance of the Notes,
<br />either or both of those officers, on behalf of the City and in their off'icial capacities, aze authorized to
<br />(i) prepare or cause to be prepared, and make or authorize modifications, completions or changes of
<br />or supplements to, such an official statement, (ii) determine, and to certify or otherwise represent,
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