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<br />"Participant" means any participant contracting with a Depository under a book entry
<br />system and includes security brokers and dealers, banks and trust companies, and clearing
<br />corporations.
<br />The Notes may be issued to a Depository for use in a book entry system and, if and
<br />as long as a book entry system is utilized, (i) the Notes may be issued in the form of a single,
<br />fully registered Note and registered in the name of the Depository or its nominee, as registered
<br />owner, and immobilized in the custody of the Depository or its agent; (ii) the book entry interest
<br />owners shall have no right to receive Notes in the form of physical securities or certificates; (iii)
<br />ownership of book entry interests shall be shown by book entry on the system maintained and
<br />operated by the Depository and its Participants, and transfers of the ownership of book entry
<br />interests shall be made only by book entry by the Depository and its Participants; and (iv) the
<br />Notes as such shall not be transferable or exchangeable, except for transfer to another
<br />Depository or to another nominee of a Depository, 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
<br />of the book entry interest owners by the then Depository and any other arrangements deemed
<br />necessary, shall permit withdrawal of the Notes from the Depository, and authenticate and
<br />deliver note certificates in registered form to the assigns of the Depository or its nominee, all
<br />at the cost and expense (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 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 7. (a) The Notes shall be sold by the Director of Finance at private sale
<br />to NatCity Investments, Inc., Cleveland, Ohio (the Original Purchaser) at not less than 97 % of
<br />the aggregate principal amount thereof plus accrued interest in accordance with law and the
<br />provisions of this ordinance. The Director of Finance shall sign the Certificate of Award
<br />referred to in Section 3 evidencing that sale, cause the Notes to be prepared, and have the Notes
<br />signed and delivered, together with a true transcript of proceedings with reference to the
<br />issuance of the Notes if requested by the Original Purchaser, to the Original Purchaser upon
<br />payment of the purchase price. The Mayor, the Director of Finance, the Director of Law, the
<br />Clerk of Council and other City officials, as appropriate, are each authorized and directed to
<br />sign any transcript certificates, financial statements and other documents and instruments and to
<br />take such actions as are necessary or appropriate to consummate the transactions contemplated
<br />by this ordinance. The Director of Finance is authorized, if he determines it to be in the best
<br />interest of the City, to combine the issue of Notes with one or more other note issues of the City
<br />into a consolidated note issue pursuant to Section 133.30(B) of the Revised Code.
<br />(b) The Mayor and the Director of Finance, on behalf of the City and in their
<br />official capacities, are authorized and directed to (i) prepare or cause to be prepared, and make
<br />or authorize modifications, completions or changes of or supplements to, a disclosure document
<br />in the form of an official statement (including an annual information statement) relating to the
<br />original issuance of the Notes, (ii) determine, and to certify or otherwise represent, when such
<br />D03:[00523.DOCS.NOR05225]NOTE ORD PARK REC $945.
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