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"Certificate of Award" means the Certificate of Award authorized by the Note Ordinance in <br />the form attached as Exhibit A, in which the Fiscal Officer has specified and determined certain <br />terms of the Notes and of their sale. <br />"Clerk" means the Clerk of Council of the City. <br />"Closing" means delivery of the Notes to and payment for the Notes by the Underwriter. <br />"Closing Date" means Lam, 2023. <br />"Council" means the City Council of the City. <br />"DTC" means The Depository Trust Company. <br />"Executive" means the Mayor of the City. <br />"Fiscal Officer" means the Director of Finance of the City. <br />"Municipal Advisor" means MAS Financial Advisory Services, LLC. <br />"Note Legislation" means, together, the Note Ordinance and the Certificate of Award. <br />"Note Ordinance" means Ordinance No. [ , passed by the Council on <br />2023, authorizing the issuance and sale of the Notes. <br />"Paying Agent" means [The Huntington National Bank]. <br />"State" means State of Ohio. <br />"Tax Exemption" means the exclusion from gross income of interest on the Notes for <br />federal income tax purposes and the exemption of interest on the Notes from all Ohio state and <br />local taxation, except the estate tax, the domestic insurance company tax, the dealers in <br />intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and <br />the net worth base of the corporate franchise tax. <br />Unless otherwise indicated, reference to a "Section" is to a section of this Agreement. <br />Section 4. Representations. Warranties and Covenants of the City. The City represents <br />and warrants as of the date of this Agreement and as of the Closing Date, or covenants, as follows: <br />(a) The City is a political subdivision duly organized and existing under and by virtue of <br />its Charter and the Constitution and laws of the State of Ohio, and has full power and authority <br />thereunder and under the Note Legislation to (i) enter into this Agreement; (ii) issue, sell and deliver <br />the Notes as provided in this Agreement; and (iii) perform its obligations under and as contemplated <br />in the Note Legislation, this Agreement and the Notes. <br />