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officers of the City are hereby authorized and directed to execute such certificates as may be <br /> appropriate concerning the accuracy,completeness and sufficiency of the Official Statement. <br /> The officers of the City are hereby authorized and directed to execute such certificates as may be <br /> appropriate concerning the accuracy,completeness and sufficiency of the Official Statement. <br /> Section 7. Continuing Disclosure <br /> (a) Purpose and Beneficiaries. To provide for the public availability of certain <br /> information relating to the Bonds and the security therefor and to permit the original purchaser <br /> and other participating underwriters in the primary offering of the Bonds to comply with <br /> amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission(the <br /> "SEC")under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12),relating to <br /> continuing disclosure(as in effect and interpreted from time to time,the"Rule"),which will <br /> enhance the marketability of the Bonds,the City hereby makes the following covenants and <br /> agreements for the benefit of the Owners (as hereinafter defined) from time to time of the <br /> Outstanding Bonds. The City is the only"obligated person"in respect of the Bonds within the <br /> meaning of the Rule for purposes of identifying the entities in respect of which continuing <br /> disclosure must be made. <br /> If the City fails to comply with any provisions of this Section 7, any person aggrieved <br /> thereby, including the Owners of any Outstanding Bonds,may take whatever action at law or in <br /> equity may appear necessary or appropriate to enforce performance and observance of any <br /> ® agreement or covenant contained in this Section 7, including an action for a writ of mandamus or <br /> specific performance. Direct,indirect,consequential and punitive damages shall not be <br /> recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything <br /> to the contrary contained herein, in no event shall a default under this Section 7 constitute a <br /> default under the Bonds or under any other provision of this resolution. <br /> As used in this Section 7,"Owner"or`Bondowner"means, in respect of a Bond,the <br /> registered owner or owners thereof appearing in the bond register maintained by the Registrar or <br /> any"Beneficial Owner"(as hereinafter defined)thereof, if such Beneficial Owner provides to <br /> the Registrar evidence of such beneficial ownership in form and substance reasonably <br /> satisfactory to the Registrar. As used herein, "Beneficial Owner"means, in respect of a Bond, <br /> any person or entity which(i)has the power, directly or indirectly,to vote or consent with <br /> respect to,or to dispose of ownership of,such Bond(including persons or entities holding Bonds <br /> through nominees,depositories or other intermediaries),or(b) is treated as the owner of the <br /> Bond for federal income tax purposes. As used herein,"Outstanding"when used as of any <br /> particular time with reference to Bonds means all Bonds theretofore,or thereupon being, <br /> authenticated and delivered by the Registrar under this Resolution except(i)Bonds theretofore <br /> canceled by the Registrar or surrendered to the Registrar for cancellation; (ii)Bonds with respect <br /> to which the liability of the City has been discharged in accordance with Section 5 hereof; and <br /> (iii)Bonds for the transfer or exchange or in lieu of or in substitution for which other Bonds shall <br /> have been authenticated and delivered by the Registrar pursuant to this Resolution. <br /> -16- <br />