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and further, nothing herein or therein gives the Holders of the Notes, and they do not have, the right to have
<br />excises or taxes levied by the City, or by the State or the taxing authority of any other political subdivision,
<br />for the payment of principal of, redemption premium, if any, and interest on the Notes, but the Notes are
<br />payable solely from the Revenues, and each Note shall contain on the face thereof a statement to that effect;
<br />provided, however, that nothing in this Ordinance shall be deemed to prohibit the City, of its own volition,
<br />from using to the extent it is lawfully authorized to do so, any other resources or revenues for the fulfillment
<br />of any of the terms, conditions or obligations of this Ordinance and the Notes.
<br />The City hereby covenants and agrees to observe and perform all its agreements and obligations
<br />provided for by the Notes and this Ordinance. All of the obligations under this Ordinance are hereby
<br />established as duties specifically enjoined by law and resulting from an office, trust or station upon the City
<br />within the meaning of Section 2731.01 of the Ohio Revised Code.
<br />Section 7. Sale of the Notes. The Notes shall bear interest, based on a 360-day year of twelve
<br />30-day months, payable at maturity, at such rate per annum as shall be determined by the Director of Finance
<br />and certified to this Council, provided that such rate shall not exceed 5.00% per annum. The Notes shall be,
<br />and hereby are, awarded and sold at private sale to KeyBanc Capital Markets Inc., Cleveland, Ohio
<br />(the "Original Purchaser"), at the purchase price set forth in the Certificate of Fiscal Officer.
<br />The Director of Finance is hereby authorized and directed to deliver the Notes, when executed, to
<br />the Original Purchaser upon payment of the purchase price and accrued interest, if any, to the date of
<br />delivery.
<br />Section 8. Form and Execution of Notes; Payment of Notes. The Notes shall be executed by
<br />the Director of Finance and the Mayor, provided that any and all of such signatures may be a facsimile,
<br />electronic, or digital signature, shall be designated "City of Lakewood, Ohio Roof Improvement Income Tax
<br />Revenue Notes, Series 2022," or as otherwise determined by the Director of Finance, and shall be payable as
<br />to both principal and interest at the office of Note Registrar (as defined hereinbelow). The Notes shall express
<br />upon their faces the purpose for which they are issued and that they are issued pursuant to this Ordinance.
<br />The principal of and interest on the Notes shall be payable in lawful money of the United States of
<br />America without deduction for the services of the Note Registrar. The principal of and interest on the Notes
<br />shall be payable upon presentation and surrender of the Notes at their maturity at the office of the Note
<br />Registrar. No Note shall be valid or become obligatory for any purpose or shall be entitled to any security
<br />or benefit under this Ordinance unless and until a certificate of authentication, as printed on the Note, is
<br />signed by the Note Registrar as authenticating agent. Authentication by the Note Registrar shall be
<br />conclusive evidence that the Note so authenticated has been duly issued and delivered under this Ordinance
<br />and is entitled to the security and benefit of this Ordinance. The certificate of authentication may be signed
<br />by any officer or officers of the Note Registrar or by such other person acting as an agent of the Note
<br />Registrar as shall be approved by the Director of Finance on behalf of the City. It shall not be necessary
<br />that the same authorized person sign the certificate of authentication on all of the Notes.
<br />Section 9. Appointment of Note Registrar. The Director of Finance is authorized and directed
<br />to execute on behalf of the City a Note Registrar Agreement with such bank or other appropriate financial
<br />institution as shall be acceptable to the Director of Finance and the Original Purchaser, pursuant to which
<br />such bank or financial institution shall agree to serve as authenticating agent, note registrar, transfer agent,
<br />and paying agent (the "Note Registrar") for the Notes. Interest shall be payable at maturity by check or draft
<br />mailed to the Registered Owner hereof, as shown on the registration books of the City maintained by the
<br />Note Registrar. If at any time the Note Registrar shall be unable or unwilling to serve as such, or the
<br />Director of Finance in such officer's discretion shall determine that it would be in the best interest of the
<br />City for such functions to be performed by another party, the Director of Finance may, and is hereby
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