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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 maybe necessary so that the Notes will not constitute
<br />arbitrage' bonds tmder 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, an,d 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 arid remain excluded from 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 />ofcornpliance, (i) apply the proceeds of the Notes to the governmental purpose of the borrmving,
<br />(ii) restrict the yield on investment property acquired with those proceeds, (iii) make timely
<br />rebate paymerits to the federal gover11IIient, (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 hereby 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 disdosurecertificate (the "Disclosure Certificate") setting f01ih 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 purchaser of the Notes for the benefit of the holderso[ the
<br />Notes (the "Noteholders") and to assist the original purchaser in com:plyingwith S E.c.
<br />Rule 15c2-12(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 />Disc1ósure Certificate shall not be considered an event of default; however, any Noteholder may
<br />take such actions as maybe necessary and appropriate to cause the City to comply with its
<br />obligations tmder 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 pm value to be received from the sale of the bonds anticipated by the Notes and
<br />any excess funds resulting tram 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 />aU the taxable property in the City of Lakewood, iIi addition to all other taxes, a direct tax
<br />annually not less thãn 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
<br />extended upon the tax duplicate and collected by the same officers, in the same manlier and at
<br />the same time that taxes for general purposes of each of said years are certified, extended and
<br />coJlected. Said tax shall be placed before and in preference to all items and for the full amount
<br />thereof. The funds derived from said tax levies hereby required shall be placed iIi 3 separate and
<br />distinct ftwd which, together with the interest collected on the same shall be irrevocably pledged
<br />for the payment of the principal of and interest on the Notes or the bonds iIi anticipation of which
<br />they are tssued, when and as the same falls due; provided, however, that in each year to the
<br />extent that revenues are available from other sources for the payment of the Notes and bonds and
<br />are appropriated for such purpose, the 3mounto£ such direct tax upon all of the taxable property
<br />in the City shall be reduced by the amount of such revenues so available and appropriated
<br />
<br />Section 10, It is hereby determined and recited that all acts, conditions and things
<br />necessary to be done precedent to and in the issuing of the Notes in order to make them legal,
<br />valid and binding obligations of the City of Lakewood, will have been done and performed in
<br />reguJar and due form as required by law; and that no limitation ofindebtedl1ess or taxation, either
<br />statutory or constitutional, will have been exc...eeded in the issuance of said Notes
<br />
<br />:r¡ [)1)435 DOC'I)
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