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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 selection of Calfee, 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 of the purchase price. The proceeds from the sale of said Notes,
<br /> except the accrued interest 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 133A5(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 costs which are future financing costs may be paid fi.om 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.
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<br /> The City covenants that it will restrict the use 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 Revenue 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 use 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 cause to be taken such actions which
<br /> may be required of it for the interest on the Notes to be and remain excluded fi.om gross income
<br /> for federal income tax purposes, and (b) will not take or permit to be taken any actions which
<br /> would adversely affect that exclusion, 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 books and records and make
<br /> calculations and repons, and (v) refrain from certain uses of proceeds, all in such manner and to
<br /> the extent necessary to assure such exclusion of that interest under the Code. The Fiscal Officer
<br /> and other appropriate officers are hereby authorized and directed to take any and ail actions,
<br /> make calculations and rebate payments, and make or give repons and certifications as may be
<br /> appropriate to assure such exclusion of that interest.
<br />
<br />.... 5eetionT.. The Fiscal Officer is 'authorized and directed to execute a
<br /> continuing disclosure certificate (the "Disclosure Certificated setting forth the City's
<br /> undertaking to provide annual repons and notices of certain events dated the date of delivery of
<br /> the Notes and delivered to the original purchaser of the Notes for the benefit of the holders of the
<br /> Notes (the "Noteholders") and to assist the original purchaser in complying with S.E.C.
<br /> Rule 15e2-12(b)(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 necessary and appropriate to cause 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 sate 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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