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principal amount may be represented by a single note, and provided further than no Note shall be <br />issued, or exchangeable for other Notes, in a denomination less than $100,000. The Notes may be <br />issued as fully registered securities (for which the Director of Finance will serve as note registrar) and <br />in book entry or other uncertificated form in accordance with Section 9.96 and Chapter 133 of the <br />Revised Code, with a single physical note certificate representing the entire issue (or the consolidated <br />issue into which it is combined with one or more other note issues of the City in accordance with <br />Section 6), if it is determined by the Director of Finance that issuance of fully registered securities in <br />that form will facilitate the sale and delivery of the Notes. The Notes shall not have coupons attached, <br />shall be numbered as determined by the Director of Finance and shall express upon their faces the <br />purpose, in summary terms, for which they are issued and that they are issued pursuant to this <br />Ordinance. <br />As used in this Section and this Ordinance: <br />"Book entry 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 certificate <br />is issued by the City and payable only to a Depository or its nominee, with such Notes deposited with <br />and retained in the custody of the Depository or its agent for that purpose. The book entry maintained <br />by others than the City is the record that identifies the owners of book entry interests in the Notes and <br />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 ownership <br />of book entry interests in the Notes or the principal of, and interest on, the Notes and to effect transfers <br />of the Notes, in book entry form, and includes and means initially The Depository Trust Company (a <br />limited purpose trust company). <br />"Participant" means any participant contracting with a Depository under a book entry system <br />and includes security brokers and dealers, banks and trust companies, and clearing corporations. <br />The Notes may be issued to a Depository for use in a book entry system and, if and as long as <br />a book entry system is utilized, (i) the Notes may be issued in the form of a single Note made payable <br />to the Depository or its nominee and deposited with and retained 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 be <br />shown by book entry on the system maintained and operated by the Depository and its Participants, <br />and transfers of the ownership of book entry interests shall be made only by book entry by the <br />Depository and its Participants; and (iv) the Notes as such shall not be transferable or exchangeable, <br />except for transfer to another Depository or to another nominee of a Depository, without further action <br />by the City. <br />If any Depository determines not to continue to act as a Depository for the Notes for use in a <br />book entry system, the Director of Finance may attempt to establish a securities depository/book entry <br />relationship with another qualified Depository. If the Director of Finance does not or is unable to do <br />so, the Director of Finance, after making provision for notification of the book entry interest owners <br />by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the <br />-3- <br />