AgdaPkt 2017-01-23 Closed and Joint

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27 (f) Modification of this Section. Any of the provisions of this Section 5.13 may be amended, modified or deleted in any manner whatsoever in the event that the Authority shall cause to be filed with the Trustee written directions making such amendment, modification or deletion, which written directions are accompanied by an opinion of Bond Counsel stating that such amendment, modification or deletion will not cause interest on the Bonds to be includable in gross income of the Bondowners for federal income tax purposes. Section 5.14. Books and Accounts; Financial Statements. The Authority shall keep proper books of record and accounts, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the Installment Purchase Contract. Said books shall, upon prior request, be subject to the inspection of the Trustee (who shall have no duty to inspect) or the Owners of not less than ten percent (10%) of the Outstanding Bonds, or their representatives authorized in writing, upon not less than two (2) Business Days’ prior notice to the Authority. The Authority shall cause its books and accounts to be audited annually by an independent certified public accountant or firm of certified public accountants, not more than two hundred and seventy (270) days after the close of each Fiscal Year, and shall make a copy of such report available for inspection by the Bond Owners at the office of the Authority and at the Principal Office of the Trustee. The Trustee shall not be required to review, and shall not be deemed to have notice of, the contents of the books and records of the Authority or any financial statement delivered to the Trustee under this Section 5.14, it being expressly understood that the Trustee shall only receive and hold such documents as repository for examination and copying by any Owner at such Owner’s expense during business hours on Business Days. Section 5.15. Installment Purchase Contract. The Trustee shall promptly collect all amounts due from the City pursuant to the Installment Purchase Contract and, subject to the provisions of Article VII, shall enforce, and take all steps, actions and proceedings which the Trustee determines to be reasonably necessary for the enforcement of all of its rights thereunder as assignee of the Authority and for the enforcement of all of the obligations of the City thereunder. Section 5.16. Continuing Disclosure to Owners. Pursuant to the Installment Purchase Contract, the City has undertaken all responsibility for compliance with continuing disclosure requirements with respect to the Bonds, and the Authority shall have no liability to the holders of the Bonds or any other person with respect to such disclosure matters. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; provided, however, that the Trustee shall, at the written direction of any Participating Underwriter (as defined in the Continuing Disclosure Agreement) or the holders of at least 25% aggregate principal amount of Outstanding Bonds, but only to the extent indemnified for its fees and expenses, including those of its attorneys, or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. Section 5.17. Continued Existence of the Authority. The Authority will take or cause to be taken all actions reasonably necessary to continue its existence until such time as the Bonds have been paid in full, including but not limited to the addition or substitution of one or more new members. 8.C. - Page 138