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14-20 Cedar Glen Bond Ordinance Addendums
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14-20 Cedar Glen Bond Ordinance Addendums
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3/18/2020 2:57:42 PM
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3/18/2020 2:55:23 PM
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City Council - City Clerk
City Council - Document Type
Ordinances
City Counci - Date
3/23/2020
Bill Number
14-20
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Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to <br /> prevent the Owner from disseminating any other information, using the means of dissemination set forth <br /> in this Disclosure Agreement or any other means of communication,or including any other information in <br /> any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this <br /> Disclosure Agreement. If the Owner chooses to include any information in any Annual Report or notice <br /> of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure <br /> Agreement, the Owner shall have no obligation under this Disclosure Agreement to update such <br /> information or include it in any future Annual Report or notice of occurrence of a Listed Event. <br /> Section 10. Default. In the event of a failure of the Owner or the Dissemination Agent to <br /> comply with any provision of this Disclosure Agreement, the Trustee at the written direction of the <br /> Participating Underwriter or the Holders of at least 25% in aggregate principal amount of Outstanding <br /> Bonds, shall, solely to the extent indemnified to its satisfaction (including attorney's fees and expenses), <br /> or any Holder of the Bonds may take such actions as may be necessary and appropriate, including seeking <br /> mandamus or specific performance by court order,to cause the Owner or the Dissemination Agent, as the <br /> case may be, to comply with its obligations under this Disclosure Agreement. A default under this <br /> Disclosure Agreement shall not be deemed an Event of Default under the Indenture or the Note and the <br /> sole remedy under this Disclosure Agreement in the event of any failure of the Owner or the <br /> Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel <br /> performance. <br /> Section 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article <br /> VI of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure <br /> Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent (if other <br /> than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are <br /> specifically set forth in this Disclosure Agreement, and the Owner agree to indemnify and save the <br /> Dissemination Agent and the Trustee and their respective officers, directors, employees and agents, <br /> harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or <br /> performance of their powers and duties hereunder, including the costs and expenses (including attorney's <br /> fees) of defending against any claim of liability, but excluding liabilities due to the Trustee's or <br /> Dissemination Agent's gross negligence or willful misconduct. The Dissemination Agent shall have no <br /> duty or obligation to review or verify any information provided to it by the Owner or to determine the <br /> materiality of a Listed Event and shall not be deemed to be acting in any fiduciary capacity for the Owner, <br /> the Holders of the Bonds or any other party. The Dissemination Agent shall have no responsibility for the <br /> Owner's failure to report to the Dissemination Agent a Listed Event. The obligations of the Owner under <br /> this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of <br /> the Bonds. <br /> Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the <br /> Issuer, the Owner, the Trustee, the Dissemination Agent, the Participating Underwriter and the Holders <br /> from time to time of the Bonds, and shall not create any rights in any other person or entity. <br /> Section 13. Governing Law. This Disclosure Agreement shall be governed by the laws of the <br /> State of Indiana. <br /> [Balance of Page Intentionally Left Blank.] <br /> C-6 <br />
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