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<br />material. (The City's agreement in this paragraph is herein referred to as <br />the Continuing Disclosure Agreement). <br />The Director of Finance is further authorized and directed to <br />establish procedures to ensure compliance by the City with the Continuing <br />Disclosure Agreement, including timely provision of notices as described <br />above. Prior to providing notice of the occurrence of any Specified Event <br />or of any other events, the Director of Finance shall consult with and obtain <br />legal advice from, as appropriate, the Director of Law and bond or other <br />qualified independent special counsel selected by the City. The Director of <br />Finance, acting in the name and on behalf of the City, shall be entitled to <br />rely upon any such legal advice in determining whether a notice should be <br />provided. <br />The City reserves the right to amend the Continuing Disclosure <br />Agreement, and to obtain the waiver of noncompliance with any provision <br />of that Agreement, as may be necessary or appropriate to achieve its <br />compliance with any applicable federal securities law or rule, to cure any <br />ambiguity, inconsistency or formal defect or omission, and to address any <br />change in circumstances arising from a change in legal requirements, <br />change in law, or change in the identity, nature or status of the City, or type <br />of business conducted by the City. Any such amendment or waiver will not <br />be effective unless the Agreement (as amended or taking into account such <br />waiver) would have complied with the requirements of the Rule at the time <br />of the primary offering of the Notes, after taking into account any <br />applicable amendments to or official interpretations of the Rule, as well as <br />any change in circumstances, and until the City sha11 have received: either <br />(i) a written opinion of bond or other qualified independent special counsel <br />selected by the City that the amendment or waiver would not materially <br />impair the interests of holders or beneficial owners of the Notes or (ii) the <br />written consent to the amendment or waiver of the holders of at least a <br />majority of the principal amount of the Notes then outstanding. <br />The Continuing Disclosure Agreement sha11 be solely for the benefit <br />of the holders and beneficial owners from time to time of the Notes. The <br />exclusive remedy for any breach of the Agreement by the City shall be <br />limited, to the extent permitted by law, to a right of holders and beneficial <br />owners to institute and maintain, or to cause to be instituted and maintained, <br />such proceedings as may be authorized at law or in equity to obtain the <br />specific performance by the City of its obligations under the Agreement. <br />Any individual holder or beneficial owner may institute and maintain, or <br />cause to be instituted and maintained, such proceedings to require the City <br />to provide or cause to be provided a pertinent filing if such a filing is due <br />and has not been made. Any such proceedings to require the City to <br />perform any other obligation under the Agreement (including any <br />proceedings that contest the sufficiency of any pertinent filing) shall be <br />-3- <br />. .. . . . . . . . . . _ .. .. .... . . ... . .. .. , , ... .. . ?.s ?:.?r.=?.