07 - Issuance & Sale of City of Paris GO Bonds, Series 2018

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Issuer of cash or other compensation, unless any action taken in connection with such disposition will not adversely affect the tax-exempt status of the Bonds. For purpose of the foregoing, the Issuer may rely on an opinion of nationally -recognized bond counsel that the action taken in connection with such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary Course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to, comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross incorne of the interest. Section lO. SALE OF BOND AND APPROVAL OF FURTHER PROCEDURES. (a) The Bond is hereby sold and shall be delivered to Texas (the "'Purchaser") for cash for the par value thereof, pursuant to the pursuant to the Private Placement Letter dated the date of the adoption of this Ordinance, The Certificate shall initially be registered in the name of the Purchaser. It is hereby officially found, detennined, and declared that the terms of this sale are the most advantageous reasonably obtainable, (b) The Mayor and Mayor Pro -Tern, the City Manager, the Finance Director and City Clerk and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed frorn tirne to time and at any tirne to do and perform all such acts and things and to execute, acknowledge and deliver in the narric and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar, and all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terrns and provisions of this Ordinance, the Bonds and the sale of the Bonds. Incase any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the sarne as if such officer had remained in office until such delivery. Section ll. DEFAULT AND REMEDIES (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perforrn which materially, adversely affects the rights of the registered owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. 16