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ORDINANCE NO. 2006-31 PAGE 11 (d) Application of Proceeds from Sale of Bonds. The proceeds from the sale of the Bonds received by the Village, except any premium and accrued interest, shall be paid into the proper fund or funds, and those proceeds are appropriated and shall be used for the purpose for which the Bonds are being issued. Any portion of those proceeds received by the Village representing premium and accrued interest shall be paid into the Bond Retirement Fund. The expenditure of amounts necessary to pay financing costs (as defined in Section 133.01 of the Revised Code) in connection with the Bonds is authorized and approved. Section 7. AQreement to Provide Continuing Disclosure. The agreements of the Village set forth in this Section, shall constitute the continuing disclosure agreement made by the Village for the benefit of holders and beneficial owners from time to tune of the Bonds for purposes of the Rule. The Village hereby agrees, in accordance with and as the only obligated person with respect to the Bonds under the Rule, for the benefit of the holders and beneficial owners from time to time of the Bonds, to provide or cause to be provided: (i) to any person upon request to the Director of Finance of the Village and annually to any SID, a copy of the Village's most recent audited financial statement which is the financial information and operating data regarding the Village that is customarily prepared by the Village and which is publicly available (the Annual Information); and (ii) to each NRMSIR or to the MSRB, and to any SID, in a timely manner, notice of the occurrence of any Specified Event if such Event is material. The Director of Finance is further authorized and directed to establish procedures in order to ensure compliance by the Village with this agreement and to make necessary filings of information in accordance with clauses (i) and (ii) above, provided that prior to making any filing in accordance with clause (ii) or providing notice of any other events, the Director of Finance shall consult with, as appropriate, the Law Director and bond or other independent special counsel to the Village. The Director of Finance, acting on behalf of the Village, shall be entitled to rely upon any legal advice provided by the Law Director or such bond or other special counsel in determining whether a filing should be made under clause (ii) or otherwise. The Village reserves the right to amend its agreement made under this Section as may be necessary or appropriate to achieve its compliance with any federal securities law or rule or to cure any ambiguity, inconsistency or formal defect or omission, and, if a change in circumstances arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Village, or type of business conducted by the Village, to address any such change in circumstances. Any such amendment shall not be efFective unless and until the Village shall have received: (i) a written opinion of bond or other independent special counsel expert in federal securities laws that this agreement (as amended) would have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments to or interpretations of the Rule, as well as any change in circumstances, and (ii) a written opinion of bond counsel or determination of the Bond Registrar or the holders or beneficial owners of at least 25% in aggregate principal amount of the Bonds then outstanding, that the amendment would not materially impair the interests of holders or beneficial owners or, if the amendment would materially impair the interests of holders or beneficial owners, the written approval of the amendment by all of the holders and beneficial owners of the Bonds then outstanding.