57-06 Issuance/Sale of Notes - The Cliffs $2,000,000

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for the Notes (as defined below), or to the original purchaser if the Director of Finance is the Paying Agent. In addition, the Notes shall be issued in the numbers and denominations requested by the original þnrchaser, shall be payable as to both principal and interest at the office of the Director of Finance or at a bank or trust company designated by the Director of Finance (herein individually or collectively the "Paying Agent"), without deduction for exchange, collection or service charge; and shall be payable in Federal Reserve funds of the United States of America if requested by the original purchaser, Section 4. The Notes shall be designated "The Cliffs Redevelopment Project Taxable Bond Anticipation Notes, Series 2006".. Such notes shall be issued in the numbers and denominations requested by the original purchaser, and shall be executed by the Mayor and the Director of Finance of the City, provided that one of such signatures may be a facsimile signature. The Notes, pursuant to the terms set forth below, may also be issued to a Depository (as hereinafter defined) for use in a book-entry system (as hereinafter defined). The Director of Finance is hereby authorized and directed, to the extent necessary or required, to enter into any agreements detennined necessary in connection with the authentication, immobilization, and transfer of Notes, including arrangements for the payment of principal and Ìnterest by wire transfer, after detennining that the execution thereof will not endanger the funds or securities of the City, which detennination shall be conclusively evidenced by the signing of any such agreement. If and as long as a book-entry system is utilized, (i) the Notes shall be issued in the fonn of one note in the naine of the Depository or its nominee, as owner, and immobilized in the custody of the Depository; (ii) the beneficial owners in book-entry form shall have no right to receive Notes in the form of physical securities or certificates; (iii) ownership of beneficial interests in book-entry form shall be shown by a book entry on the system maintained and operated by the Depository and its Participants (as hereinafter defined), and transfers of the ownership of beneficial interests shall be made only by book entry by the Depository and its Participants; and (iv) the Notes as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Couucil of the City. If any Depository detennines not to continue to act as a Depository for the Notes for use in a book-entry system, the Director of Finance may attempt to have established a securities depositorylhook-entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, after making provision for notification of the beneficial owners by the then Depository and any other arrangements he deems necessary, shall permit withdrawal of the Notes fTom the Depository, and authenticate and deliver note certificates in bearer or registered form, as he determines, to the assigns of the Depository or its nòminee, all at the cost and expense (including any costs of printing), if the event is not the result of Council action or inaction, of those persons requesting such issuance. As used in this Section and this Ordinance~ "Book-entry fonn" or "book-entry system" means a form or system under which (i) the beneficial right to principal and interest may be transferred only through a book entry and (ü) physical notes are issued only to a Depository or its nominee as owner, with the notes ''immobilizèd'' to the custody of the Depository, and the book entry is the record that identifies the owners of beneficial interests in that principal and interest. "Depository" means any securities depository that is 'a clearing agency under federal law operating and maintaining a book-entry system to record beneficial ownership of the right to principal and interest, and to effect transfers of notes, in book-entry fonn, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York. "Participant" means any participant contracting with a Depository under a book- entr); system and includes security brokers and dealers, banks and trust companies, and clearing corporations. {ORDINANCE, TIF (KLF3740·Z);2} 2