1998-10-19 Resolution 130 - Laserfiche WebLink

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• such persons are holders of Bonds supported by reasonable documentation of such claim shall be sufficient to evidence standing to pursue the remedy set forth in the preceding paragraph. (d) The Counterparty, upon indemnification satisfactory to it and demand by those persons it reasonably believes to be holders of Bonds, may also pursue the remedies set forth in pazagraph (b) above in any court of competent jurisdiction in the county in which the Obligor is located. The Counterparty shall have no obligation to pursue any remedial action in the absence of a valid demand from holders of Bonds and indemnification satisfactory to it. (e) Prior to pursuing any remedy under this Section, a holder of Bonds or the Counterparty shall give notice to the Obligor and the Counterparty, via registered or certif ed mail, • •- of such breach and its intent to pursue such remedy. Fifteen (15) days after mailing of such notice, and not before, a holder of Bonds or the Counterparty may pursue such remedy under this Section. The Obligor's failure to honor its covenants hereunder shall not constitute a breach or default of the Bonds, the Trust Agreement, the Lease or any other agreement to which the Obligor is a party. Section 11. Counterparty's Obli ations. The Counterparty hereto shall have no obligation to take any action whatsoever with respect to information provided or required to be provided by the Obligor under this Agreement, except (i) as set forth in this Section 11 and (ii) any obligations arising from the Counterparty serving as a Dissemination Agent, and no implied covenants or obligations shall.be read into this Agreement against the Counterparty. Further, except as set forth in this Section 11, the Counterparty hereto shall have no responsibility to ascertain the • truth, completeness, accuracy or timeliness of the information provided as required hereunder by the Obligor or the City, or otherwise to determine whether any such information or notices are or have been provided in compliance with the SEC Rule or the requirements of this Agreement. The Counterparty may, at its sole discretion, retain counsel or others with expertise in continuing disclosure matters for the purpose of assisting the Counterparty in making judgments with respect to the scope of its obligations hereunder and compliance therewith. If the Counterparty has not received the Annual Information by the date which is ten (10) days before the date set forth in Section 4(a)(2) of this Agreement, the Counterparty shall notify the Obligor, via registered or certified mail, that it has not received such Annual Information. However, a failure by the Counterparty to provide (or any delay in providing) any notice required by this paragraph shall not: (i) operate to relieve the Obligor of its obligation to provide the Annual Information in the manner and within the time specified in this Agreement; or (ii) constitute a defense for the Obligor, or the basis for any claim, counterclaim, cross-claim or third-party claim by the Obligor, in any action brought pursuant to Section 10 of this Agreement or otherwise. Nothing contained in this paragraph shall operate to grant any additional rights or remedies to any holder of Bonds. ::ODMA~PCDOCS\SBDOCSI\24503\1 -6-