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"Book-Entry Form" or "Book-Entry System" means a form or system under which (a) the ownership Of book-entry interests in Notes and the Debt Service on the Notes may be transferred only thrungi~ a book entry, and (b) physical note certificates in fully registered form are issued by the City only to a Depository or its nominee as registered owner, with the Notes deposited and retained in the custody of the Depository or its agent. "Certificate of Award" means the certificate authorized by Section 7 of this ordinance, setting forth the terms and other provisions of the Notes required or authorized by this ordinance. "Closing Date" means the date of delivery of and payme,nt for the Notes '!Code" means the lntemal Revenue Code of 1986, as mnended: References to tbe Code and sections of the Code fuclude applicable regulations (whether temporary or final) under the Code, and any amendments of, or successor provisions to, those sections or~regulatinns "Debt Service" means all amounts due as principal, interest; and any premium on an issue of securities. "Depository" means any securities depository that is a cleating agency under federal law operating and maintahihig, with its Participants or otherwise, a Book-Entry System to record ownership of book-entry interests in securities or the principal of and interest on securities, and to effect transfers of securities, in Book-Entw Form and means initially the Depository Trust Company, New York, New York, a limited purpose trust company. "Federal Tax Status" means the status of the interest on the Notes as excludable from gross income for federal income tax purposes and not treated as an item of tax preference for purposes of the altumative minimum tax "Financing Costs" means any finm~ing costs authorized to be paid by Section 133.01(K) of the Ohio Revised Code. "Note Proceedings" means, collectively, this ordhiance, the Certificate of Award, the Registrar Agreement, and the other proceedings of the City, including the Notes, that provide collectively for, among other things, the rights of holders and beneficial owners of the Notes ''Notes" means the Buildings and Facilities Notes, Series 2007, authorized by this ordinance. "Participant" means any participant contracting with a Depository under a Book-Entry System and includes securities brokers and dealers~ banks and trust compa~aies, and clearing corporations "Project" means r~constructing, renovating, and improving the following City buildings and facilities: (a) buildings and facilities for the Fleet Department; (b) roof and HVAC improvements to Fire Station No 3; (c) the City Refuse Facility; and (d) City Hall. "Register" means all books and records necessary for the registration, exchange, and transfer of the Notes "Registrar" means The Hm~tington National Bank, a national banking association, or any successor registrar designated in accordance with the Registrar Agreement, or any other bank or trust company as designated by the Director of Finance in the Certificate of Award. "Registrar Agreement" means the Note Registrar Agreement between the City and the Registrar, as supplemented, amended, or modified "Underwriter" means A.,G Edwards & Sons, Inc 7