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requested by the original purchaser, shall be payable as to both principal and interest at the office <br />of the Director of Finance or at a bank or trust company designated by the Director of Finance <br />(herein individually or collectively the "Payiug Agent"), without deduction for exchange, <br />collection or service charge; and shall be payable in Federal Reserve fonds of the United States <br />of America if requested by the original purchaser <br /> <br /> Section 4 The Notes }hall be designated "The Cliffs Redevelopment Project <br />Taxable Bond Anticipation Notes, Series 2007" Such notes shall be issued in the numbers and <br />denominations requested by the original purchaser, and shall be executed by the Mayor and the <br />Director of Finance of the City, provided that one of such signatures may be a facsimile <br />signature <br /> <br /> The Notes, pursuant to tim t~rms set froth below, may also be issued to a <br />Depository (as hereinafter defined) for use in a boobentry system (as hereinafter defined) The <br />Director of Finance is hereby authorized and directed, to the extent necessary or required, to <br />enter into any agreements determined necessary in connection with the anthentication, <br />izmnobilization, and transfer of Notes, including arrangements for the payment of principal aud <br />interest by wire transfer, after deterntining that the execution thereof will not endanger the funds <br />or securities of the City, which determination shall be conclusively evidenced by the signing of <br />any such agreement. <br /> <br /> If and as long as a book-entry system is utilized, (i) the Notes shall be issued in <br />the form of one note in the name of the Depository or its nominee, as owner, and immobilized in <br />the custody of the Depository; (ii) the beneficial owners ix~ book-entry fom~ shall have no right to <br />receive Notes in the form of physical securities or certificates; (iii) ownership of beneficial <br />interests in book-entry form shall be shown by a book entry on the system maintained and <br />operated by the Depository and its Participants (as hereinafter defined), and transfers of the <br />ownerslnip of beneficial interests shall be made only; by book entry by the Depository and its <br />Participants; and (iv) the Notes as such shall not be transferable or exchangeable, except for <br />transfer to anodier Depository or to another nominee of a Depository, without further action by <br />the Council of the City <br /> <br /> If any Depository determines not to continue to act as a Depository for the Notes <br />for use in a book-entry system, the Director of Finance may attempt to have established a <br />secm/ties depository&ook-entry relationsttip with anodier qualified Depository If the Director <br />of Finance does not or is unable to do s~, the Director of Finance, after making provisiou for <br />notification of the beneficial owners by the then Depository and any other arrangements he <br />deems necessary, shall permit withdrawal of the Notes fi'om the Depository, and authenticate and <br />deliver note certificates in bearer or registered form, as he determines, to the assigns of the <br />Depository or its nominee, all at the cost and expense (including any costs of printing), if the <br />event is not the result of Council action or inaction, of those persons requesting such issuance. <br /> <br />As used in this Section and this Ordinance: <br /> <br /> "Book-entry fozrn" or "book-entry system" means a form or system under which <br />(i) the beneficial right to principal and interest may be transferred only through a book entry and <br />(ii) physical notes are issued only to a Depository or its nominee as owner, with the notes <br />"immobilized" to the custody of the Depository, and the book eutry is the record that identifies <br />the owners of beneficial interests in that principal and interest <br /> <br /> "Depository" means m~y securities depository that is a clearing agency under <br />federal law operating and maintaining a book-entry system to record b~neficial ownership of the <br />right to principal and thterest, and to effect transfers of notes, in book-entry form, and includes <br />and means initially The Depository Trust Company (a limited purpose trust company), New <br />York, New York <br /> <br /> "Participant" meaus any participant contracting with a Depository under a book- <br />entry system and includes security brokers and dealers, banks and trust companies, and clearing <br />corporations <br /> <br /> Sectiou 5 The Notes shall be sold at not less than the par value thereof by the <br />Fiscal Officer at private sale~ in a manner determined by the Fiscal Officer to be in the best <br />interest and welfare of the City and at an interest rate not exceeding that specified in Section 3 of <br /> <br />{ ORDINANCE,TIF(KLF3740-3 )_1 ;3 } 2 <br /> <br /> <br />