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<br />reflecting financial difficulties; unscheduled draws on credit enhancements reflecting financial
<br />difficulties; substitution of credit or liquidity providers, or their failure to perform; adverse tax
<br />opinions or events affecting the tax-exempt status of the Notes; modifications to rights of holders
<br />or beneficial owners of the Notes; Note calls; defeasances; release, substitution or sale of
<br />property securing repayment of the Notes; and rating changes. The City has not obtained or
<br />provided, and does not expect to obtain or provide, any debt service reserves, credit
<br />enhancements or credit or liquidity providers for the Notes, the Notes are not subject to call for
<br />redemption prior to maturity, and repayment of the Notes is not secured by a lien on any
<br />property capable of release or sale or for which other property may be substituted.
<br />For the benefit of the holders and beneficial owners from time to time of the Notes,
<br />the City agrees, as the only obligated person with respect to the Notes under the Rule, to
<br />provide or cause to be provided such notices, in such manner, as may be required for purposes
<br />of paragraph (b)(5)(i)(C) of the Rule, including specifically notice to each nationally recognized
<br />municipal securities information repository (NRMSIR) or to the Municipal Securities Rulemaking
<br />Board (MSRB), and to any Ohio state information depository (SID), in a timely manner, of the
<br />occurrence of any Specified Event, if that event is material. (The City's agreement in this
<br />paragraph is herein referred to as the Continuing Disclosure Agreement).
<br />The Mayor and the Director of Finance are further authorized and directed to
<br />establish procedures to ensure compliance by the City with the Continuing Disclosure
<br />Agreement, including timely provision of notices as described above. Prior to providing notice
<br />of the occurrence of any Specified Event or of any other events, the Mayor and the Director of
<br />Finance shall consult with and obtain legal advice from, as appropriate, the Director of Law and
<br />bond or other qualified independent special counsel selected by the City. The Mayor and the
<br />Director of Finance, acting in the name and on behalf of the City, shall be entitled to rely upon
<br />any such legal advice in determining whether a notice should be provided.
<br />The City reserves the right to amend the Continuing Disclosure Agreement, and to
<br />obtain the waiver of noncompliance with any provision of the Continuing Disclosure Agreement,
<br />as may be necessary or appropriate to achieve its compliance with any applicable federal
<br />securities law or rule, to cure any ambiguity, inconsistency or formal defect or omission, and
<br />to address any change in circumstances arising from a change in legal requirements, change in
<br />law, or change in the identity, nature or status of the City, or type of business conducted by the
<br />City. Any such amendment or waiver will not be effective unless the Continuing Disclosure
<br />Agreement (as amended or taking into account such waiver) would have complied with the
<br />requirements of the Rule at the time of the primary offering of the Notes, after taking into
<br />account any applicable amendments to or official interpretations of the Rule, as well as any
<br />change in circumstances, and until the City shall have received either (i) a written opinion of
<br />bond or other qualified independent special counsel selected by the City that the amendment or
<br />waiver would not materially impair the interests of holders or beneficial owners of the Notes or
<br />(ii) the written consent to the amendment or waiver of the holders of at least a majority of the
<br />principal amount of the Notes then outstanding.
<br />The Continuing Disclosure Agreement shall be solely for the benefit of the holders
<br />and beneficial owners from time to time of the Notes. The exclusive remedy for any breach of
<br />the Continuing Disclosure Agreement by the City shall be limited, to the extent permitted by
<br />law, to a right of holders and beneficial owners to institute and maintain, or to cause to be
<br />instituted and maintained, such proceedings as may be authorized at law or in equity to obtain
<br />the specific performance by the City of its obligations under the Continuing Disclosure
<br />Agreement. Any individual holder or beneficial owner may institute and maintain, or cause to
<br />D03:[00523.DOCS.NOR05225]NOTE_ORD_SAN_SWR $12 OW.
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