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providing nofice of the occurrence of any other events, the Director <br />of Finance may consult with and obtain legal advice from bond <br />counsel or other qualified independent special counsel selected by <br />the City. The Director of Finance, acting in the name and on behalf <br />of the City, may rely upon that legal advice ih determining whether a <br />filing should be made. <br />(4) Amendments. The City reserves the right to amend the Continuing <br />Disclosure Agreement, and to obtain the waiver of noncompliance <br />with any provision of the Continuing Disclosure Agreement, as may <br />be necessary or appropriate to achieve its compliance with any <br />applicable federal securities law or rule, to cure any ambiguity, <br />inconsistency, formal defect, or omission, and to address any change <br />in circumstances arising from a change in legal requirements, change <br />in law, or change in the identity, nature, or status of the City, or type <br />of business conducted by the City. Any amendment or waiver will <br />not be effective unless the Continuing Disclosure Agreement (as <br />amended or taking into account that waiver) would have complied <br />with the requirements of the SEC Rule at the time of the primary <br />offering of the Notes, after taking into account any applicable <br />amendments to or official interpretations of the SEC Rule, as well as <br />any change in circumstances, and until the City has received either <br />(A) a written opinion of bond counsel or other qualified independent <br />special counsel selected by the City that the amendment or waiver <br />would not materially impair the interests of Holders or beneficial <br />owners of book-entry interests in the Notes, or (B) the written <br />consent to the amendment or waiver by the Holders of at least a <br />majority of the principal amount of the Notes then outstanding. <br />Annual Information containing any revised operating data or <br />financial information must explain, in narrative form, the reasons for <br />any amendment or waiver and the impact of the change on the type <br />of operating data or financial information being provided. <br />(5) Enforcement. The Continuing Disclosure Agreement will be solely <br />for the benefit of the Holders of, and beneficial owners of book-entry <br />interests in, the Notes. The exclusive remedy for any breach of the <br />Continuing Disclosure Agreement by the City will be limited, to the <br />extent permitted by law, to a right of Holders and beneficial owners <br />to institute and maintain proceedings authorized at law or in equity to <br />obtain the specific performance by the City of its obligations under <br />the Continuing Disclosure Agreement. Any individual Holder or <br />beneficial owner may institute and maintain those proceedings to <br />require the City to provide a filing if the filing is due and has not <br />been made. Any proceedings to require the City to perform any <br />other obligation under the Continuing Disclosure Agreement <br />(including any proceedings that contest the sufficiency of any filing) <br />maybe instituted and maintained only (A) by a trustee appointed by <br />-~- <br />