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distribution to prospective purchasers of the Notes of' an Invitation for Proposals substantially in
<br />the form attached hereto as Exhibit I. The Director of Law shall obtain the services of qualified
<br />Bond Counsel, and her ~lection of Caifee, Halter & Griswold LLP, Bond Attorneys, Cleveland,
<br />Ohio, as Bond Counsel for the Notes is hereby confirmed, approved and ratified. The Fiscal
<br />Officer shall cause the Notes to be prepared, and have the Notes signed and delivered, together
<br />with a true transcript of proceedings with reference to the issuance of the Notes, to the original
<br />purchaser thereof upon payment ofthe purchase price. The proceeds from the sale of said Notes,
<br />except the accrued inter~t thereon, shall be paid into the proper fund and used for the purpose
<br />for which the Notes are being issued under the provisions of this ordinance. The proceeds of the
<br />Notes also may be used to pay, and are hereby appropriated to pay, those certain costs of
<br />issuance set forth in Section 133.15(B), Ohio Revised Code; any such costs also may be paid out
<br />of any other lawfully available moneys of the City, which monies are hereby appropriated to
<br />such purpose; any such courts which are future financing costs may be paid from the same sources
<br />from which the principal of and interest on the Notes are paid, which monies are hereby
<br />appropriated for such purpose, Any accrued interest shall be paid intO the Bond Retirement Fund
<br />to be applied to the payment of the principal and interest of the Notes in the manner provided by
<br />law.
<br />
<br /> The City covenants that it will restrict the we of the proceeds of the Notes in such
<br />manner and to such extent, if any, as may be necessary so that the Notes will not constitute
<br />arbitrage bonds under Section 148 of the Internal Kevenue Code of 1986, as amended (the
<br />"Code"). The Fiscal Officer, as the fiscal officer, or any other officer of the City 'having
<br />responsibility for the issuance of the Notes shall give an appropriate certificate of the City, for
<br />inclusion in the transcript of proceedings for the Notes, setting forth the reasonable expectations
<br />of the City regarding the amount and we of all the proceeds of the Notes, the'facts,
<br />circumstances, and estimates on which they are based, and other facts and circumstances relevant
<br />to the tax treatment of interest on the Notes.
<br />
<br /> The City covenants that it (a)will take or came to be taken such actions which
<br />may be required of it for the interest on the Notes to be and remain excluded from gross income
<br />for federal income tax purposes, and Co) will not take or permit to be taken any actions which
<br />would adversely affect that exclmion, and that it, or persons acting for it, will, among other acts
<br />of compliance, (i) apply the proceeds of the Notes to the governmental purpose of the borrowing,
<br />(ii) restrict the yield on investment property acquired with those proceeds, (iii)make timely
<br />rebate payments to the federal government, (iv)maintain book and records and make
<br />calculations and repom, and (v) refrain from certain uses of proceeds, all in such manner and to
<br />the extent necassary to as~.u'e such exclmion of that interest under the Code. The Fiscal Officer
<br />and other appropriate officers are hereby authorized and directed to take any and all actions,
<br />make calculation~ and rebate payments, and make or give reports and certifications as may be
<br />appropriate to assure such exclmion of that interest.
<br />
<br /> Section 7. The Fiscal Officer is authorized and directed to execute a
<br />continuing disclosure ~a'tificate (the "Di~losur~ Certificate'') setting forth the City's
<br />undertaking to provide annual reports and notices of certain events dated the date of delivery of
<br />the Notes and delivered to the original puroha~r of the Notes for the benefit of the holder~ of the
<br />Notes (the "Noteholde~") and to a.~ist the original purchaser in complying with S.E.C.
<br />Rule 15c2-12Co)(5). The City hereby covenants and agrees that it will comply with and carry out
<br />all of the provisions of the Disclosure Certificate. Failure of the City to comply with the '
<br />Disclosure Certificate shall not be considered an event of default; however, any Noteholder may
<br />take such actions as may be necessa,D, and appropriate to came the City to comply with its
<br />obligations under this Section.
<br />
<br /> Section 8. The Notes shall be the full general obligations of the City of
<br />Lakewood and the full faith and credit of said City are hereby pledged for the prompt payment of
<br />the same. The par value to be received from the sale of the bonds anticipated by the Notes and
<br />any excess funds resulting from the issuance of the Notes shall, to the extent necessary, be used
<br />only for the retirement of the Notes at maturity, together with the interest thereon, and is hereby
<br />pledged for such purpose.
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<br />II ',I:t(N IX\ 14292\142,'i2FAI,.g III 2
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