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depository, to be delivered in connection with the issuance of the Notes to the Depository for use in a book -
<br />entry system in substantially the form submitted to this Council.
<br />The City may decide to discontinue use of the book -entry system through the Depository. In that
<br />event, Note certificates will be printed and delivered to the Depository.
<br />If any Depository determines not to continue to act as a depository for the Notes for use in a book -
<br />entry system, the City and the Note Registrar may attempt to establish a securities depository/book-entry
<br />relationship with another qualified Depository under this Ordinance. If the City and the Note Registrar do
<br />not or are unable to do so, the City and the Note Registrar, after the Note Registrar has made provision for
<br />notification of the beneficial owners by the then Depository, shall permit withdrawal of the Notes from the
<br />Depository and authenticate and deliver bond certificates in fully registered form to the assigns of the
<br />Depository or its nominee, all at the cost and expense (including costs of printing definitive Notes), if the
<br />event is not the result of action or inaction by the City or the Note Registrar, of those persons requesting
<br />such issuance.
<br />Section 12. Income Tax Pledge. The City hereby covenants, pursuant to Section 133.05(B)(7),
<br />Ohio Revised Code, to appropriate annually from lawfully available municipal income taxes, and to continue
<br />to levy and collect municipal income taxes adequate to produce, amounts necessary to meet the debt charges
<br />on the Notes and Bonds in each year until full payment is made.
<br />Section 13. Federal Tax Law Compliance. The City hereby covenants that it will comply with
<br />the requirements of all existing and future laws which must be satisfied in order that interest on the Notes is
<br />and will continue to be excluded from gross income for federal income tax purposes, including without
<br />limitation restrictions on the use of the property financed with the proceeds of the Notes so that the Notes will
<br />not constitute "private activity bonds" within the meaning of Section 141 of the Internal Revenue Code of
<br />19861 as amended (the "Code"). The City further covenants that it will restrict the use of the proceeds of the
<br />Notes in such manner and to such extent, if any, as may be necessary, after taking into account reasonable
<br />expectations at the time the debt is incurred, so that they will not constitute arbitrage bonds under Section 148
<br />of the Code and the regulations prescribed thereunder (the "Regulations").
<br />The Director of Finance, or any other officer of the City, including the Mayor, is hereby authorized
<br />and directed (a) to make or effect any election, selection, designation, choice, consent, approval or waiver on
<br />behalf of the City with respect to the Notes as permitted or required to be made or given under the federal
<br />income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or the status of
<br />the Notes or interest thereon or assisting compliance with requirements for that purpose, reducing the burden
<br />or expense of such compliance, reducing any rebate amount or any payment of penalties, or making any
<br />payments of special amounts in lieu of making computations to determine, or paying, any excess earnings as
<br />rebate, or obviating those amounts or payments, as determined by the Director of Finance, which action shall
<br />be in writing and signed by the Director of Finance, or any other officer of the City, including the Mayor, on
<br />behalf of the City; (b) to take any and all actions, make or obtain calculations, and make or give reports,
<br />covenants and certifications of and on behalf of the City, as may be appropriate to assure the exclusion of
<br />interest from gross income and the intended tax status of the Notes; and (c) to give an appropriate certificate
<br />on behalf of the City, for inclusion in the transcript of proceedings, setting forth the facts, estimates and
<br />circumstances, and reasonable expectations of the City pertaining to Section 148 and the Regulations, and the
<br />representations, warranties and covenants of the City regarding compliance by the City with sections 141
<br />through 150 of the Code and the Regulations.
<br />The Director of Finance shall keep and maintain adequate records pertaining to investment of all
<br />proceeds of the Notes sufficient to permit, to the maximum extent possible and presently foreseeable, the City
<br />to comply with any federal law or regulation now or hereafter having applicability to the Notes which limits
<br />Error! Unknown document property name.
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