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are being issued under the provisions of this Ordinance. The proceeds of the Notes also may be
<br />used to pay, and are hereby appropriated to pay, those certain costs of issuance set forth in
<br />Section 133,15(B), Ohio Revised Code; any such costs also may be paid out of any other
<br />lawfully available moneys of the City, which monies are hereby appropriated to such purpose;
<br />any such costs may be paid from the same sources from which the principal of and interest onthe
<br />Notes are paid, which monies are hereby appropriated for such purpose. Any accrued interest
<br />shall be paid into the Bond Retirement Fund to be .applied to the payment of the principal and
<br />interest of the Notes in the 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, 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 inthe 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.
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<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 Co.) 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 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 disclosure certificate (the "Disclosure 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 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 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 />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 $, 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.
<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
<br />extended upon the tax duplicate and collected by the same officers, in the same manner and at
<br />the same time that taxes for general purposes of each of said years are certified, extended and
<br />collected. 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 in a separate and
<br />distinct fund which, together with the interest collected on the same shall be irrevocably pledged
<br />for the payment of the principal of and interest onthe Notes or the bonds in anticipation of which
<br />they are issued, 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 />
<br />{YMI0043;2} 3
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