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<br />. .?;..? <br />- 5 - <br />name of the Depository or its nominee, as registered owner, and immobilized in <br />the custody of the Depository; (ii) the beneficial owners in book entry form <br />shall have no right to receive Notes in the form of physical securities or <br />certificates; (iii) ownership of beneficial interests in book entry form shall <br />be shown by book entry on the system maintained and operated by the Depository <br />and its Participants, and transfers of the ownership of beneficial interests <br />shall be made only by book entry by the Depository and its Participants; and <br />(iv) the Notes as such shall not be transferable or exchangeable, except for <br />transfer to another Depository or to another nominee of a Depository, without <br />further action by the City. <br />If any Depository determines not to continue to act as a Depository <br />for the Notes for use in a book entry system, the Director of Finance may <br />attempt to establish a securities depository/book entry relationship with <br />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 noti- <br />fication of the beneficial owners by the then Depository and any otlier <br />arrangements deemed necessary, shall permit withdrawal of the Notes from the <br />Depository, and authenticate and deliver note certificates in registered form <br />to the assigns of the Depository or its nominee, all at the cost and expense <br />(including any costs of printing), if the event is not the result of City <br />action or inaction, of those persons requesting such issuance. <br />The Director of Finance is also hereby authorized and directed to the <br />extent necessary or required to enter into any agreements determined necessary <br />in connection with the book entry system for the Notes, after determining that <br />the signing thereof will not endanger the funds or securities of the City and <br />after the approval of the form of any such agreement by the Director of Law. <br />Section 8. The Notes are sold at private sale to National City Bank <br />(the Original Purchaser) at 100% of par plus any accrued interest from the <br />date of the Notes to the date of delivery to the Original Purchaser and shall <br />be awarded by the Director of Finance with the interest rate set forth in the <br />Certificate of Award, all in accordance with law, the provisions of this <br />ordinance and the Note Purchase Agreement between the City and the Original <br />Purchaser (the Note Purchase Agreement). The Director of Finance is <br />authorized, if it is determined to be in the best interest of tYie City, to <br />combine the issue of Notes with one or more other note issues of the City into <br />a consolidated note issue pursuant to Section 133.20(B) of the Revised Code. <br />The Mayor and the Director of Finance <br />name of and on behalf of the City, the <br />substantially the form as is now on file with <br />Purchase Agreement is approved, together with <br />are not inconsistent with this ordinance or t <br />substantially adverse to the City and that ar <br />Director of Finance on behalf of the City, all <br />evidenced by the signing of the Note Purchase <br />Note Purchase Agreement. <br />shall sign and deliver, in the <br />Note Purchase Agreement in <br />he Clerk of Council. The Note <br />any changes or amendments that <br />e Certificate of Award and not <br />approved by the Mayor and the <br />of which shall be conclusively <br />Agreement or amendments to the <br />The Director of Finance shall cause the Notes to be prepared, and <br />have the Notes signed and delivered, together with a true transcript of <br />proceedings with reference to the issuance of the Notes if requested by the