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DocuSign Envelope ID: D1 D7B029-ODBD-4276-9A2E-BOA56F6E0688
<br />to that owner of principal and interest on that Note or any portion thereof (other than any payment of the
<br />entire unpaid principal amount thereof) at a place and in a manner (including wire transfer of federal funds)
<br />other than as provided in this Ordinance, without prior presentation or surrender of the Note, upon any
<br />conditions which shall be satisfactory to the Note Registrar and to the City. That payment in any event shall
<br />be made to the person who is the registered owner of that Note on the date that principal is due, or, with
<br />respect to the payment of interest, as of the applicable date agreed upon as the case may be. The Note
<br />Registrar will furnish a copy of each of those agreements, certified to be correct by the Note Registrar, to
<br />other paying agents for Notes and to the City. Any payment of principal or interest pursuant to such an
<br />agreement shall constitute payment thereof pursuant to, and for all purposes of, this Ordinance.
<br />If requested, the Mayor, Director of Finance, Clerk of Council, or any other officer of this Council,
<br />is authorized and directed to execute, acknowledge and deliver, in the name of and on behalf of the City, the
<br />letter agreement among the City, the paying agent for the Notes and The Depository Trust Company, as
<br />depository, to be delivered in connection with the issuance of the Notes to the Depository for use in a book -
<br />entry system.
<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 and delivering definitive
<br />Notes), if the event is not the result of action or inaction by the City or the Note Registrar, of those persons
<br />requesting 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 Director of Finance may determine to issue all
<br />or any series or portion of the Notes as obligations that the interest thereon is excluded from the bondholders'
<br />gross income for federal income tax purposes, and the following provisions of this Section shall apply to such
<br />Bonds (or series or portions thereof):
<br />The City hereby covenants that it will comply with the requirements of all existing and future laws
<br />which must be satisfied in order that interest on the Notes is and will continue to be excluded from gross
<br />income for federal income tax purposes, including without limitation restrictions on the use of the property
<br />financed with the proceeds of the Notes so that the Notes will not constitute "private activity bonds" within
<br />the meaning of Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"). The City further
<br />covenants that it will restrict the use of the proceeds of the Notes in such manner and to such extent, if any,
<br />as may be necessary, after taking into account reasonable expectations at the time the debt is incurred, so that
<br />they will not constitute arbitrage bonds under Section 148 of the Code and the regulations prescribed
<br />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
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