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the Director of Finance may, if it is determined to be necessary or advisable for the sale of the <br />Notes, establish a maturity date that is up to 15 days less than one year from the date of the <br />issuance of the Notes by setting forth that maturity date in a final terms certificate (the "Final <br />Terms Certificate"). The Notes shall bear interest at a rate or rates not to exceed 5% per year <br />(computed on the basis of a 360 day year consisting of twelve 30-day months), payable at <br />maturity and until the principal amount is paid or payment is provided for•. The aggregate <br />principal amount (not to exceed $1,410,000) and the rate of interest on the Notes shall be <br />determined by the Director of Finance in the Final Terms Certificate. <br />Section 4. The principal of and interest on the Notes shall be payable in lawful <br />money of the United States of America, and shall be payable, without deduction for services of <br />the City's paying agent, The Huntington National Bank (the "Paying Agent"), at its principal <br />corporate trust office located in Columbus, Ohio. <br />Section 5. The Notes shall be signed by the Mayor and the Director of Finance, in the <br />name of the City and in their official capacities, provided that one of those signatures may be a <br />facsimile. The Notes shall be issued in the denominations and numbers as requested by <br />KeyBanc Capital Markets Inc. (the "Original Purchaser") and approved by the Director of <br />Finance, provided that the Notes shall be issued in denominations of not less than $100,000. The <br />entire principal amount may be represented by a single note, may be issued as fully registered <br />securities (for which the Director of Finance will serve as note registrar), and may be issued in <br />book entry or other uncertificated form in accordance with Section 9.96 and Chapter 133 of the <br />Revised Code if requested by the Original Purchaser and it is determined by the Director of <br />Finance that issuance of fully registered securities or in book-entry or other uncertificated form <br />will facilitate the sale and delivery of the Notes. The Notes shall not have coupons attached, <br />shall be numbered as determined by the Director of Finance and shall express upon their faces <br />the purpose, in summary terms, for which they are issued and that they are issued pursuant to this <br />Ordinance. <br />The Notes may be issued to any securities depository (a "Depository") that is a clearing <br />agency under federal law operating and maintaining, with any participants contracting with a <br />Depository under a book entry system and includes security brokers and dealers, banks and trust <br />companies, and clearing corporations or otherwise ("Participants"), a system (a "book entry <br />system") under which (a) the ownership of beneficial interests in the Notes and the principal of, <br />and interest on, the Notes may be hansferred only through a book entry, and (b) a single physical <br />Note certificate is issued by the City and payable only to a Depository or its nominee, with such <br />Notes "immobilized" in the custody of the Depository or its agent for that purpose. If and as <br />long as a book entry system is utilized, (a) 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 <br />or its agent for that purpose; (b) the beneficial owners in book entry form shall have no right to <br />receive the Notes in the form of physical securities or certificates; (c) ownership of beneficial <br />interests in book entry form shall be shown by book entry on the system maintained and operated <br />by the Depository and its Participants, and transfers of the ownership of beneficial interests shall <br />be made only by book entry by the Depository and its Participants; and (d) the Notes as such <br />shall not be transferable or• exchangeable, except for transfer to another Depository or to another <br />nominee of a Depository, without further action by the City. <br />2 <br />