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reimburse them for any tax or other governmental charge required to be paid with <br />respect to such exchange or transfer, and the Registrar may require that such <br />charge or charges shall be paid before any such new Bond shall be delivered. <br /> <br /> The Bonds, pursuant to the terms set forth below, may also be issued <br />to a Depository (as hereinafter defined) for use in a book-entry system (as <br />hereinafter defined). The Fiscal Officer is hereby authorized and directed, to <br />the extent necessary or required, to enter into any agreements determined <br />necessary in connection with the registration, authentication, immobilization, <br />and transfer of Bonds, including arrangements for the payment of principal and <br />interest by wire transfer, after determining that the execution thereof will not <br />endanger the funds or securities of the City, which determination shall be <br />conclusively evidenced by the signing of any such agreement. <br /> <br /> If and as long as a. book-entry system is utilized, (i) the Bonds <br />shall be issued in the form of one fully registered Bond registered in the name <br />of the Depository or its nominee, as registered, owner, and immobilized in the <br />custody of the Depository; (ii) the beneficial owners in book-entry form shall <br />have no right to receive Bonds in the form of physical securities or <br />certificates; (iii) ownership of beneficial interests in book-entry form shall <br />be shown by a book entry on the system maintained and operated by the Depository <br />and its Participants (as hereinafter defined), and transfers of the ownership of <br />beneficial interests shall be made only by book entry by the Depository and its <br />Participants; and (iv) the Bonds as such shall not be transferable or <br />exchangeable, except for transfer to another Depository or to another nominee of <br />a Depository, without further action by the Council of the City. <br /> <br /> If any Depository determines not to continue to act as a Depository <br />for the Bonds for use in a book-entry system, the Fiscal Officer may attempt to <br />have established a securities depository/book-entry relationship with another <br />qualified Depository. If the Fiscal Officer does not or is unable to do so, the <br />Fiscal Officer, after making provision for notification of the beneficial owners <br />by the then Depository and any other arrangements he deems necessary, shall <br />permit withdrawal of the Bonds from the Depository, and authenticate and deliver <br />bond certificates in bearer or registered form, as he determines, to the assigns <br />of the Depository or its nominee, all at the cost and expense (including any <br />costs of printing), if the event is not the result of Council action or inaction, <br />of those persons requesting such issuance. <br /> <br />As used in this Section and this ordinance: <br /> <br /> "Book-entry form" or "book-entry system" means a form or system under <br />which (i) the beneficial right to principal and interest may be transferred only <br />through a book entry and (ii) physical bonds in registered form are issued only <br />to a Depository or its nominee as registered owner, with the bonds "immobilized" <br />to the custody of the Depository, and the book entry is the record that <br />identifies the owners of beneficial interests in that principal and interest. <br /> <br /> "Depository" means any securities depository that is a clearing <br />agency under federal law operating and maintaining a book-entry system to record <br />beneficial ownership of the right to principal and interest, and to effect <br />transfers of bonds, in book-entry form, and includes and means initially The <br />Depository Trust Company (a limited purpose trust company), New York, New York. <br /> <br /> "Participant" means any participant contracting with a Depository <br />under a book-entry system and includes security brokers and dealers, banks and <br />trust companies, and clearing corporations. <br /> <br /> SECTION 5. The Bonds are sold at private sale to National City Bank, <br />Cleveland, Ohio (the "Original Purchaser"), and shall be awarded by the Fiscal <br />Officer with the final purchase price, interest rate or rates and principal <br />installments due at stated maturity or pursuant to Mandatory Sinking Fund <br />Redemption Requirements as set forth in the Certificate of Award, in accordance <br />with law, the provisions of this ordinance and the Original Purchaser's offer to <br />purchase the Bonds (as set forth in the Bond Purchase Agreement hereinafter <br /> <br />-5- <br /> <br /> <br />