Laserfiche WebLink
Appendix F <br />Page 5 <br />(b) Compliance as of Issue Date. The undertaking, as amended or taking into account such waiver, <br />would, in the opinion of a nationally recognized bond counsel, have complied with the requirements of <br />the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or <br />interpretations of the Rule, as well as any change in circumstances. <br /> <br />(c) Consent of Holders; Non-impairment Opinion. The amendment or waiver either (i) is approved by <br />the Bond owners in the same manner as provided in the Indenture for amendments to the Indenture with <br />the consent of Bond owners, or (ii) does not, in the opinion of nationally recognized bond counsel, <br />materially impair the interests of the Bond owners or Beneficial Owners. <br /> <br />If this Disclosure Certificate is amended or any provision of this Disclosure Certificate is waived, <br />the City shall describe such amendment or waiver in the next following Annual Report and shall include, <br />as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the <br />type (or in the case of a change of accounting principles, on the presentation) of financial information or <br />operating data being presented by the City. In addition, if the amendment relates to the accounting <br />principles to be followed in preparing financial statements, (i) notice of such change shall be given in the <br />same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the <br />change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) <br />between the financial statements as prepared on the basis of the new accounting principles and those <br />prepared on the basis of the former accounting principles. <br /> <br />Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to <br />prevent the City from disseminating any other information, using the means of dissemination set forth in <br />this Disclosure Certificate or any other means of communication, or including any other information in <br />any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this <br />Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of <br />occurrence of a Listed Event in addition to that which is specifically required by this Disclosure <br />Certificate, the City shall have no obligation under this Disclosure Certificate to update such information <br />or include it in any future Annual Report or notice of occurrence of a Listed Event. <br /> <br />Section 11. Default. In the event of a failure of the City to comply with any provision of this <br />Disclosure Certificate, any Certificate owner or Beneficial Owner may take such actions as may be <br />necessary and appropriate, including seeking mandate or specific performance by court order, to cause <br />the City to comply with its obligations under this Disclosure Certificate. The sole remedy under this <br />Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate <br />shall be an action to compel performance. <br /> <br />Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent <br />shall have only such duties as are specifically set forth in this Disclosure Certificate, and no implied <br />covenants or obligations shall be read into this Disclosure Certificate against the Dissemination Agent, <br />and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and <br />agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the <br />exercise or performance of its powers and duties hereunder, including the costs and expenses (including <br />attorneys fees and expenses) of defending against any claim of liability, but excluding liabilities due to <br />the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have the <br />same rights, privileges and immunities hereunder as are afforded to the Trustee under the Indenture. The <br />obligations of the City under this Section 12 shall survive resignation or removal of the Dissemination <br />Agent and payment of the Bonds. <br /> <br />8.C. - Page 98