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of the Improvement Bonds unless, with respect to such prior expenditures, the City shall have <br /> made a declaration of official intent which complies with the provisions of Section 1.150-2 of the <br /> Regulations, provided that a declaration of official intent shall not be required (i) with respect to <br /> certain de minimis expenditures, if any, with respect to the financed facilities meeting the <br /> requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with respect to "preliminary <br /> expenditures" for the financed facilities as defined in Section 1.150-2(f)(2) of the Regulations, <br /> including engineering or architectural expenses and similar preparatory expenses, which in the <br /> aggregate do not exceed 20% of the "issue price" of the Improvement Bonds. <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 (as hereinafter defined). The City is the only "obligated person" in respect of <br /> the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of <br /> which continuing disclosure must be made. <br /> If the City fails to comply with any provisions of this Section 6, any person <br /> aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at <br /> law or in equity may appear necessary or appropriate to enforce performance and observance of <br /> any agreement or covenant contained in this Section 6, including an action for a writ of <br /> mandamus or specific performance. Direct, indirect, consequential and punitive damages shall <br /> not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding <br /> anything to the contrary contained herein, in no event shall a default under this Section 6 <br /> constitute a default under the Bonds or under any other provision of this resolution. <br /> As used in this Section 6, "Owner" or `Bondowner" means, in respect of a Bond, <br /> the registered owner or owners thereof appearing in the bond register maintained by the Registrar <br /> or 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 " means when used with <br /> reference to Bonds means all Bonds which have been issued and authenticated by the Registrar <br /> except (i) Bonds which have been paid in full (ii) Bonds which have been cancelled by the <br /> Registrar or surrendered to the Registrar for cancellation and (iii) Bonds which have been <br /> discharged as provided in Section 5 hereof. <br /> -19- <br />