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ORDINANCE NO. 97- 35 PAGE 2 <br />the payment at that bank or trust company will adequately protect the funds of the Village and <br />that proper procedures and safeguards are available for that purpose (Paying Agent). The Notes <br />shall be dated as of their date of issuance, and shall mature one year from that date, provided <br />that the Director of Finance may, if it is determined to be necessary or advisable to the sale of <br />the Notes, establish a maturity date that is up to seven days less than one year from the date of <br />issuance by setting forth that maturity date in the certificate awarding the Notes in accordance <br />with Section 6 of this ordinance. If agreed to by the original purchaser, the Notes shall be <br />prepayable without penalty or premium at the option of the Village at any time prior to maturity <br />as provided in this ordinance. Prepayment prior to maturity shall be made by deposit with the <br />Paying Agent of the principal amount of the Notes together with interest accrued thereon to the <br />date of prepayment. The Village's right of prepayment shall be exercised by mailing a notice <br />of prepayment, stating the date of prepayment and the name and address of the Paying Agent, <br />by certified or registered mail to the original purchaser not less than seven days prior to the date <br />of that deposit, unless that notice is waived by the original purchaser. If money for prepayment <br />is on deposit with the Paying Agent on the specified prepayment date following the giving of <br />that notice (unless the requirement of that notice is waived as stated above), interest on the <br />principal amount prepaid shall cease to accrue on the prepayment date, and, upon the request <br />of the Director of Finance, the original purchaser shall arrange for the delivery of the Notes at <br />the designated office of the Paying Agent for prepayment and surrender and cancellation. <br />Section 5. The Notes shall be signed by the Mayor, President of Council and the <br />Director of Finance in the name of the Village and in their official capacities, provided that one <br />of those signatures may be a facsimile. The Notes shall be issued in the denominations and <br />numbers as requested by the original purchaser and approved by the Director of Finance, <br />provided that the entire principal amount may be represented by a single note and may be issued <br />in book-entry or other uncertificated form in accordance with Section 9.96 of the Revised Code <br />if so requested by the original purchaser and approved by the Director of Finance in which case <br />the Director of Finance is appointed to act as the authenticating agent, note registrar and transfer <br />agent for the Notes at his office in Mayfield Village, Ohio, and provided further that the Notes <br />shall be issued in the denominations of $100,000 each or in any denomination that is the sum <br />of (i) $100,000 and (ii) $5,000 or any whole multiple thereof and are not exchangeable for other <br />Notes in denominations less than $100,000. The Notes shall not have coupons attached, shall <br />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 />Section 6. The Notes are sold at not less than par at private sale by the Director <br />of Finance in accordance with law and the provisions of this ordinance. The Director of <br />Finance shall sign the certificate of award referred to in Sections 3 and 4 evidencing that sale, <br />cause the Notes to be prepared, and have the Notes signed and delivered, together with a true <br />transcript of proceedings with reference to the issuance of the Notes if requested by the original <br />purchaser, to the original purchaser upon payment of the purchase price. The Mayor, the <br />Director of Finance, the Clerk of.Council, the President of Council, the Law Director and other <br />Village officials, as appropriate, are each authorized and directed to sign any transcript <br />certificates, financial statements and other documents and instruments and to take such actions <br />as are necessary or appropriate to consummate the transactions contemplated by this ordinance. <br />Section 7. The proceeds from the sale of the Notes, except any premium and <br />accrued interest, shall be paid into the proper fund or funds and those proceeds are appropriated <br />and shall be used for the purpose for which the Notes are being issued. Any portion of those <br />