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<br />for the Notes is hereby confirmed, approved and ratified. The Fiscal Officer shall cause the
<br />Notes to be prepared, and have the Notes signed and delivered, together with a true transcript of
<br />proceedings with reference to the issuance of the Notes, to the original purchaser thereof upon
<br />payment of the purchase price, The proceeds ITom the sale of said Notes, except the accrued
<br />interest thereon, shall be paid into the proper fund and used for the purpose for which the Notes
<br />are being issued under the provisions oJ 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 13315(B), Ohio Revised Code; any such costs also may be paid out of any other
<br />lawfi.¡]ly available moneys of the City, wbich 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 on the
<br />Notes are paid, which monies are hereby appropriated for such purpose. Any accrued interest
<br />sball 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 ofthe Notes in such
<br />manner and to such -e.xtent, if any, as may be necessary so that the Notes -will not constitute
<br />arhitrage 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 wmch they are based, and other facts and circumstances relevant
<br />to the tax treabnent 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, ,md (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 ofthe Notes to the governmental purpose of the borrowing,
<br />(ii) restrict the yield on invesbnent 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 ftom 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 ate hereby authorized and directed to take any arid all actions,
<br />make calculations and rebate payments, and make or give reports and certifications as may be
<br />appropriate to assure such exC1usion of that interest.
<br />
<br />Section 7 The Fiscal Officer I 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 henefit of the holders ofthe
<br />Notes (the "Notebolders") and to assist tbe original purchaser in complying with S.E.C.
<br />Rille 15c2-12(b)(5). rbe 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 1U1der this Section,
<br />
<br />Section 8. The Notes shall be the full general obligations of the City of
<br />Lakewood and tbe 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 />~l1Y excess funds resultin'g 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 sucb pmpose.
<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 issne of the Notes. Said tax shall be and is bereby ordered compnted, 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 he placed before and in prefereuce to all items and for the filll amount
<br />
<br />{KLF0866.DOCjl}
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