37-07 Advance Refund Outstanding Notes

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to require the City t~) perform any other obligation under the Continuing Disglosure Agreement (including any proceedings that contest the sufficiency of any pertinent filing) may be instituted and maintained only (A) by a fi:ustce appointed by the Holders and beneficial owners of not less than 25% in principal amount of the Bonds then outstanding or (B) by Holders and beneficial owners of not less that 10% in principal amount of the Bonds then outstanding, in accordance with Section 133.25(B)(4)(b) or (C)(1), Revised Code, as applicable (or any like or comparable successor provisions). (6) Appropriation. The performance by the Cig/of the Continuing Disclosure Agreement will be subject to the annual appropriation of any funds that may be necessary to perform it. (7) Term. The Continuing Disclosure Agreement will remain in effect only for the period that the Refunding Bonds are outstanding in eccordance with thair terms and the City remains an obligated person with respect to the Refunding Bonds within the meaning of the SEC Rule. The obligation of the City to provide the Annual Information, audited financial statements, and notices of the events described above will terminate if and when the City no longer remains an obligated person with regard to the Refunding Bonds. Section 8. Financing Costs. The City retains the professional services and authorizes the payment of the Financing Costs for the Refunding Bonds~ as provided in this Section 8 Bond Counsel. The City retains the legal services of Vows, Sater, Seymour mid Pease LLP, as borid counsel for the Refunding Bonds The legal services will be in the nature of legal advice and recommendations as to the documents and the proceedings in connection with the issuance and sale of the Refunding Bonds and rendering legal opimons upon the delivery of the Refunding Bonds. Bond counsel must render those services to the City in an attomey-aliant relationship Bond counsel must be paid just and reasonable compensation for those legal services and will be reimbursed for actual out-of-pocket expenses it incurs in rendering those regal services in accordance with Section 8(h). Underwriter. The City retains the services of A.G Edwards & Sons. Inc., as Underwriter, for the Refunding Bonds. The Underwriter must be paid for services in accordance with the Purchase Agreement. Registrar. The City retains the services of The Huntington National Bank, or another bank or trust company as detemtined by the Director of Finance in the Certificate of Award. to act as Registrar. The Registrar must be paid for those services in accordance with the Registrar Agreement. Ratings and Insurance. If. in the judgment of the Director of Finance, the tiling of att application for (1) a rating on the Refunding Bonds by one or more nationally recoguized statistical rating organizations, or (23 a policy of insurance m better assure the payment of principal of and interest on the Refunding Bonds, is in the bes! interest of and financially advantageous to the City, this Council authorizes and directs the Director of Finance to prepare attd submit those applications and to provide to the rating agencies or insurance companies the information required for the purpose. This Council further authorizes the fees for thuse ratings and the premiums for the insurance to be included in Financing Costs authorized under Section 8(0 below (e) Verification Agent. ~Js Council authorizes and directs the Dkector of Finance to select a firm of independent ce~fied public accountants as a Verification Agent. The Verification Agent must prepare and deliver the Verification Report itt accordance with the provisions of Section 133.34(D)~ Revised Code. The Verification Agent must be paid for those services in accordance with its' engagement proposal. 7