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City, which determination shall be conclusively evidenced by the <br />signing of any such agreement. <br /> <br />If and as long as a book-entry system is utilized, <br />(i) the Bonds ~hall be issued in the form of one fully registered <br />Bond registered in the name of the Depository or its nominee, as <br />registered owner, and immobilized in the custody of the Depository; <br />(ii) the beneficial owners in book-entry form shall have no right <br />to receive Bonds in the form of physical securities or <br />certificates; (iii) ownership of beneficial interests in book-entry <br />form shall be shown by a book entry on the system maintained and <br />operated by the Depository and its Participants (as hereinafter <br />defined), and transfers of the ownership of beneficial interests <br />shall be made only by book entry by the Depository and its <br />Participants; and (iv) the Bonds as such shall, not be transferable <br />or exchangeable, except for transfer to another Depository or to <br />another nominee of a Depository, without further action by the <br />Council of the City. <br /> <br /> If any Depository determines not to continue to act as a <br />Depository for the Bonds for use in a book-entry system, the Fiscal <br />Officer may attempt to have established a securities <br />depository/book-entry relationship with another qualified <br />Depository. If the Fiscal Officer does not or is unable to do so, <br />the Fiscal Officer, after making provision for notification of the <br />beneficial owners by the then Depository and any other arrangements <br />he deems necessary, shall permit withdrawal of the Bonds from the <br />Depository, and authenticate and deliver bond certificates in <br />bearer or registered form, as he determines, to the assigns of the <br />Depository or its nominee, all at the cost and expense (including <br />any costs of printing), if the event is not the result of Council <br />action or inaction, 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 <br />system under which (i) the beneficial right to principal and <br />interest may be transferred only through a book entry and <br />(ii) physical bonds in registered form are issued only to a <br />Depository or its nominee as registered owner, with the bonds <br />,'immobilized" to the custody of the Depository, and the book entry <br />is the record that identifies the owners of beneficial interests in <br />that principal and interest. <br /> <br /> "Depository" means any securities depository that is a <br />clearing agency under federal law operating and maintaining a book- <br />entry system to record beneficial ownership of the right to <br />principal and interest, and to effect transfers of bonds, in book- <br />entry form, and includes and means initially The Depository Trust <br />Company (a limited purpose trust company), New York, New York. <br /> <br /> ,,Participant" means any participant contracting with a <br />Depository under a book-entry system and includes security brokers <br />and dealers, banks and trust companies, and clearing corporations. <br /> <br />SECTION 5. The Bonds are sold at private sale to <br />National City Investments Capital, Inc., Cleveland, Ohio (the <br />"Original Purchaser"), and shall be awarded by the Fiscal Officer <br />with the final purchase price, interest rate or rates and principal <br />installments due at stated maturity or pursuant to Mandatory <br />Sinking Fund Redemption Requirements as set forth in the <br />Certificate of Award, in accordance with law, the provisions of <br />this ordinance and the Original Purchaser's offer to purchase the <br />Bonds (as set forth in the Bond Purchase Agreement hereinafter <br />mentioned) at a purchase price of not less than 97% of par plus <br /> <br />6 <br /> <br /> <br />