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<br />services of qualified Bond Counsel, and her selection of Calfee, Halter & Griswold LLP, Bond
<br />Attorneys, Cleveland, Ohio, as Bond Counsel for the Notes is hereby continned, approved and
<br />ratified. The Fiscal Officer shall cause the Notes to be prepared, and have the Notes signed and
<br />delivered, together with a true transcript of proceedings with reference to the issuance of the
<br />Notes, to the original purchaser thereof upon payment of the purchase price. The proceeds from
<br />the sale of said Notes, except the accrued interest thereon, shall be paid in~o the proper fund and
<br />used for the purpose for which the Notes are being issued under the provisions of this ordinance.
<br />The proceeds of the Notes also may be used to pay, and are hereby appropriated to pay, those
<br />certain costs of issuance set forth in Section 133.15(B), Ohio Revised Code; any such costs also
<br />may be paid out of any other lawfully available moneys of the City, which monies are hereby
<br />appropriated to such purpose; any such costs which are future financing costs may be paid from
<br />the same sources from which the principal of and interest on the Notes are paid, which monies
<br />are hereby appropriated for such purpose. Any accrued ìnterest shall be paid into the Bond
<br />Retirement Fund to be applied to the payment of the principal and interest of the Notes in the
<br />manner provided by law.
<br />
<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, ot 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 from gross income
<br />for federal income tax purposes, and (b) will not take or pennit 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 þroceeds 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 reports, 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 her~by authorized and directed to take any and all actions,
<br />make calculations and rebate payments, and make or give reports and certifications as may be
<br />appropriate to assure such exclusion of that interest
<br />
<br />Section 7. The Fiscal Officer is authorized and directed to execute a
<br />continuing disclosure certificate (the "Disclosure Certificate") setting forth the City's
<br />undertaking to provide notices of certain events dated the date of delivery of the Notes and
<br />delivered to the original purchaser of the Notes for the benefit of the holders bf the Notes (the
<br />''Noteholders'') and to assist the original purchaser in complying with SEC Rule 15c2-I2(b)(5),
<br />The City hereby covenants and agrees that it will comply with and carry out all of the provisions
<br />of the Disclosure Certificate. Failure of the City to comply with the Disclosure Certificate sball
<br />not be considered an event of default; however, any Noteholder may take such actions as may be
<br />necessary and appropriate to cause the City to comply with its 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 :ITom 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.
<br />
<br />Section 9. During the year or years while the Notes run, there shall be levied on
<br />all the taxable property in the City of Lakewood, in addition to all other taxes, a direct tax
<br />annually not less than that which would have been levied if bonds had been issued without the
<br />prior issue of the Notes. Said tax shall be and is hereby ordered computed, certified, levied and
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