Laserfiche WebLink
not disseminated to the appropriate party within the applicable timeframe(s). Further, if for any reason Issuer <br />fails to provide required Disclosure Information to Ehlers in accordance with the foregoing and Issuer's delay <br />results in any disclosure filing being after a stated deadline, Ehlers shall, without further direction or <br />instruction from Issuer, file a notice(s) with the applicable recipient submitting information provided by <br />Issuer, if any, and/or describing the failure and providing any other information as Ehlers deems appropriate. <br />Ehlers shall deem all Disclosure Information provided to it by the Issuer to be accurate and free of defect, as <br />well as not containing any material misstatements, falsehoods, or omissions of fact. Issuer acknowledges that <br />Ehlers shall be entitled to rely on all Disclosure Information provided by the Issuer without further <br />investigation as to its completeness or accuracy. <br />Issuer shall indemnify, hold harmless and defend Ehlers from and against any damages, costs or other <br />liabilities (including reasonable attorneys' fees) arising from or relating to any breach of this Letter by Issuer, <br />including, but not limited to, damages, costs and other liabilities arising out of any Disclosure Information <br />received and disseminated by Ehlers. Further, in no event shall Ehlers' total aggregate liability under this <br />Letter be in excess of the amount of fees paid by Issuer to Ehlers during the Term then in effect <br />notwithstanding anything contained herein. In addition, Issuer acknowledges that Ehlers shall not be <br />responsible and/or liable for any errors, misstatements or omissions associated with any continuing disclosure <br />report or filing, or for the correction thereof, that was prepared or disseminated by any party other than <br />Ehlers. <br />This Letter constitutes the entire agreement between the parties and is intended to supersede any and all <br />agreements, whether oral or written, between the parties that were entered into relative to the subject matter <br />hereof prior to the effective date of this Letter. No amendment or modification of this Letter shall be deemed <br />valid unless made in writing and signed by both parties. <br />Our records show that Issuer is subject to Limited CDU's. Ehlers will continue to act as Issuer's <br />Dissemination Agent for the CDU's we have been handling. <br />This Letter covers these securities and any subsequent securities for which Ehlers has acted as the Municipal <br />Advisor. The Issuer may request in writing that Ehlers act as the Dissemination Agent on any future <br />securities subject to the Rule not involving Ehlers. <br />If our engagement under the terms of this Letter is acceptable, please sign this Letter in the appropriate <br />signature block below and return a signed copy to us for our records. If, however, you do not wish to engage <br />our services, please note that election and return a copy of this Letter to us. <br />Please contact me if you have any questions or would like to discuss our engagement further. <br />Sincerely, <br />Ehlers <br />Mark Ruff, CIPFA <br />Senior Financial Advisor/Director <br />3 <br />