Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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(b)Compliance as of Issue Date.The undertaking, as amended or taking into account such waiver, would, in the opinion of a nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule,as well as any change in circumstances. (c)Consent of Holders;Non-impairment Opinron.The amendment or waiver either(i)is approved by the Bond owners in the same manner as provided in the Indenture for amendments to the Indenture with the wnsent of Bond owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materiaily impair the interests of the Bond owners or Beneficial Owners. If this Disclosure Certificate is amended or any provision of this Disclosure Certificate is waived, the City shall describe such amendment or waiver in the next following Annual Report and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type(or in the case of a change of acrnunting principles,on the presentation)of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements,(i)notice of such change shall be given in the same manner as for a Listed Event under Section 5(c),and(ii)the Annual Report for the year in which the change is made should present a comparison(in narrative form and also,if feasible,in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounring principles. Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information,using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in ' any Annual Report or notice of occurrence of a Listed Event,in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure CerHficate,the City shall have no obligaHon under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. e ]t. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Certificate owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disc(osure Certificate shall be an action to compel performance. Section 12.Duties,Immunities and Liabilities of Dissemination Agent.The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and no implied covenants or obligations shal! be read into this Disclosure Certificate against the Dissemination Agent, and the City agrees to indemnify and save the Dissemination Agent,its officers,directors,employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder,including the costs and expenses(including attorneys fees and expenses)of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall have the same rights,privileges and immunities hereunder as are afforded to the Trustee under the Indenture.The obligations of the City under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. -5-