73-10 Issuance & sale of bonds $7,771,000

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waiver will not be effective unless the Continuing Disclosure Agreement (as amended or taking into account such waiver) would have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any applicable amendments to or official interpretafions of the Rule, as well as any change in circumstances, and until the City shall have received: either (i) a written opinion of bond or other qualified independent special counsel selected by the City that the amendment or waiver would not materially impair the interests of owners or beneficial owners of the Bonds or (ii) the written consent to the amendment or waiver of the owners of at least a majority of the principal amount of the Bonds then outstanding. Annual Information containing any revised operating data or financial information shall explain, in narrative form, the reasons for any such amendment or waiver and the impact of the change on the type of operating data or financial information being provided. The City's Continuing Disclosure Agreement shall be solely for the benefit of the owners and beneficial owners from time to time of the Bonds. The exclusive remedy for any breach of the agreement by the City shall be limited, to the extent permitted by law, to a right of owners and beneficial owners to insfitute and maintain, or to cause to be instituted and maintained, such proceedings as may be authorized at law or in equity to obtain the specific performance by the City of its obligations under the agreement. Any individual owner or beneficial owner may insfitute and maintain, or cause to be instituted and maintained, such proceedings to require the City to provide or cause to be provided a pertinent filing if such a filing is due and has not been made. Any such proceedings to require the City to perform any other obligation under the Continuing Disclosure Agreement (including any proceedings that contest the. sufficiency of any pertinent filing) shall be instituted and maintained only by a trustee appointed by the owners and beneficial owners of not less than 25% in principal amount of the Bonds then outstanding or by owners and beneficial owners of not less than 10% in principal amount of the Bonds then outstanding in accordance with Section 133.25(B)(4)(b) or (C)(1) of the Revised Code, as applicable (or any like or comparable successor provisions). The performance by the City of its Continuing Disclosure Agreement shall be subject to the annual appropriation of any funds that maybe necessary to perform it. The City's Continuing Disclosure Agreement shall remain in effect only for such period that the Bonds are outstanding in accordance with their terms and the City remains an obligated person with respect to the Bonds within the meaning of the Rule. The obligation of the City to provide the Annual Information and notices of the events described above shall terminate, if and when the City no longer remains such an obligated person. The Director of Finance is hereby authorized and directed, to the extent necessary or required, to enter into any agreements, in the name and on behalf of the City, that the Director of Finance determines to be necessary in connection with a book entry system for the Bonds, after approval of any such agreement by the Director of Law. Section 10. Escrow Agreement. The Escrow Agreement in the form now on file with the Clerk is approved. The Director of Finance is authorized to sign and deliver, in the name and on behalf of the City, the Escrow Agreement with any changes that are not inconsistent with this Ordinance, are not materially adverse to the City and are approved by the Director of Finance. That 15