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<br />Section 4. The debt chazges on the Notes shall be payable in Federal Reserve funds of <br />the United States of America, without deduction for services of the City's paying agent, at the main <br />off'ice of National City Bank, Cleveland, Ohio. <br />Section 5. The Notes sha11 be signed by the Mayor and Dixector 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. Subject to the provisions of Section 6 of this ordinance, the Notes sha11 be issued in the <br />denominations and numbers as requested by the Original Purchaser (as defined in Section 6) and <br />approved by the Director of Finance, provided that the entire principal amount may be represented <br />by a single note. The Notes may be issued as fully registered secunties (for which the Director of <br />Finance will serve as note registrar) and in book entry or other uncertificated form in accordance <br />with Section 9.96 and Chapter 133 of the Revised Code, with a single physical note certif cate <br />representing the entire issue (or the consolidated issue into which it is combined with one or more <br />other note issues of the City in accordance with Section 6), if it is determined by the Director of <br />Finance that issuance of fully registered securities in that form will facilitate the sale and delivery of <br />the Notes. The Notes sha11 nat have coupons attached, shall be numbered as detemuned by the <br />Director of Finance and shall express upon their faces the purpose, in sununary terms, for which <br />they aze issued and that they are issued pursuant to this ordinance. <br />As used in this Section and this ordinance: <br />"Book enhy form" or "book entry system" means a form or system under which (i) the <br />ownership of beneficial interests in the Notes and the principal of, and interest on, the Notes (book <br />entry interests) may be transferred only through a book entry, and (ii) a single physical Note <br />certificate is issued by the City and payable only to a Depository or its nominee, with such Notes <br />"immobilized" in the custody of the Depository or its agent for that purpose. The book entry <br />maintained by others than the City is the record that identifies the awners of book entry interests in <br />the Notes and that principal and interest. <br />"Depository" means any security depository that is a clearing agency under federal law <br />operating and maintaining, with its Participants or otherwise, a book entry system to record <br />ownership of book entry interests in the Notes or the principal of, and interest on, the Notes and to <br />effect transfers of the Notes, in book entry form, and includes and means initialiy T'he Depository <br />Trust Company (a limited purpose trust company), New York, New York. <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 as <br />long as a book enhy 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 book entry interests shall 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 transferable 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, 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 of the <br />-2- <br />t?