38-09 Anticpation Notes $495,000 Traffic Signals

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of the change on the type of operating data or financial information being provided. (5) Enforcement. The Continuing Disclosure Agreement will be solely for the benefit of the Holders of, and beneficial owners of book-entry interests in, the Notes. The exclusive remedy for any breach of the Continuing Disclosure Agreement by the City will be limited, to the extent pernutted by law, to a right of Holders and beneficial owners to institute and maintain proceedings authorized at law or in equity to obtain the specific performance by the City of its obligations under the Continuing Disclosure Agreement. Any individual Holder or beneficial owner may institute and maintain those proceedings to require the City to provide a filing if the filing is due and has not been made. Any proceedings to require the City to perform any other obligation under the Continuing Disclosure Agreement (including any proceedings that contest the sufficiency of any filing) may be instituted and maintained only (A) by a trustee appointed by the Holders and beneficial owners of not less than 25% in principal amount of the Notes .then outstanding, or (B) by Holders and beneficial owners of not less than 10% in principal amount of the Notes then outstanding, in accordance with Section 133.25(B)(4)(b) or (C)(1), Revised Code, as applicable, or any comparable successor provisions. (6) Appropriation. The performance by the City 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 Notes are outstanding in accordance with their terms and the City remains an obligated person with respect to the Notes 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 is no longer an obligated person with regard to the Notes. Section 9. Financing Costs. The City retains the professional services and authorizes the payment of the Financing Costs for the Notes, as provided in this Section 9. (a) Bond Counsel. The City retains the legal services of Vorys, Sater, Seymour and Pease LLP, as bond counsel for the Notes. 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 Notes and rendering legal opinions upon the delivery of the Notes. Bond Counsel must render those services to the City in anattorney-client relationship. Bond Counsel must be paid just and reasonable compensation for those legal services in accordance with its proposal and letter of engagement. -7-