05-13 Issuance & Sale of Notes for Sheet Pile Bulkhead

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maturity and until the principal amount is paid or payment is provided for. The aggregate principal amount (not to exceed $225,000) and the rate of interest on the Notes shall be determined by the Director of Finance in the Final Terms Certificate. Section 4. The principal of and interest on the Notes shall be payable in lawful money of the United States of America and shall be payable, without deduction for services of the City's paying agent, The Huntington National Bank at its principal corporate trust office located in Columbus, Ohio (the "Paying Agent"). Section 5. The Notes shall be signed by the Mayor and the Director of Finance, in the name of the City and in their official capacities, provided that one of those signatures may be a facsimile. The Notes shall be issued in the denominations and numbers as requested by KeyBanc Capital Markets Inc. (the "Original Purchaser") and approved by the Director of Finance, provided that if the Notes are combined into a consolidated issue with an aggregate amount exceeding $1,000,000, the Notes shall be issued in denominations of not less than $100,000. The entire principal amount may be represented by a single note, may be issued as fully registered securities (for which the Director of Finance will serve as note registrar), and may be issued in book entry or other uncertificated form in accordance with Section 9.96 and Chapter 133 of the Revised Code if requested by the Original Purchaser and it is determined by the Director of Finance that issuance of fully registered securities or in book-entry or other uncertificated form will facilitate the sale and delivery of the Notes. The Notes shall not have coupons attached, shall be numbered as determined by the Director of Finance and shall express upon their faces the purpose, in summary terms, for which they are issued and that they are issued pursuant to this Ordinance. The Notes may be issued to any securities depository (a "Depository") that is a clearing agency under federal law operating and maintaining, with any participants contracting with a Depository under a book entry system and includes security brokers and dealers, banks and trust companies, and clearing corporations or otherwise ("Participants"), a system (a "book entry system") under which (a) the ownership of beneficial interests in the Notes and the principal of, and interest on, the Notes may be transferred only through a book entry, and (b) a single physical Note certificate is issued by the City and payable only to a Depository or its nominee, with such Notes "immobilized" in the custody of the Depository or its agent for that purpose. If and as long as a book entry system is utilized, (a) the Notes may be issued in the form of a single Note made payable to the Depository or its nominee and immobilized in the custody of the Depository or its agent for that propose; (b) the beneficial owners in book entry form shall have no right to receive the Notes in the form of physical securities or certificates; (c) ownership of beneficial interests in book entry form shall be shown by book enhy on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of beneficial interests shall be made only by book entry by the Depository and its Participants; and (d) the Notes as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the City. If any Depository determines not to continue to act as a Depository for the Notes for use in a book entry system, the Director of Finance may attempt to establish a securities depository/book entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, after making provision for notification of 2 35 .~ ;