1999-09-08 Special Called Regular Meeting, Public Hearing, and Workshop Meeting

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e e (c) Until all Defeased Bonds shall have become due and payable, the Paying AgentlRegistrar shall perform the services of Paying AgentlRegistrar for such Defeased Bonds the same as if they had not been defeased, and the Authority shall make proper arrangements to provide and pay for such services as required by this Resolution. Section 13. CONTINUING DISCLOSURE. The Authority will enter into a continuing disclosure agreement with each of the Participants. The Authority also covenants, in accordance with the provisions of Section 240.15c2-12 of Chapter 11 of Title 17 of the Code of Federal Regulations (the "Rule"), to provide to each nationally recognized municipal securities information repository ("NRJ\1SIR"), and the State Information Depository ("SID"), in each case as designated by the Commission in accordance with the Rule, annual updates of the fmancial information and operations data contained in the Official Statement. Such annual information and operation data described above is expected to be available within six months of the end of the Authority's fiscal year (which is currently November 1 of each year for the fiscal year ending on the preceding April 30) and will be made available to each NRMSlR and the SID. The Authority further agrees to disclose within a reasonable time to each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB") and to the SID. notice of the occurrence of any of the following events with respect to the Parity Bonds, if, in the judgment of the Authority, such event is material: (I) principal and interest payment delinquencies; (2) non-payment related events of default; (3) unscheduled draws on debt service reserves reflecting fmancial difiiculties; (4) unscheduled draws on credit enhancements reflecting fmancial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax-exempt status of the Parity Bonds; (7) modifications to rights of Bond holders; (8) bond redemptions; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Parity Bonds; or (11) rating changes. The Authority may from time to time choose to provide notice of the occurrence of certain other events, in addition to those listed above, if, in the sole judgment of the Authority, such other event is material with respect to the Parity Bonds, but the Authority does not undertake to commit to provide any such notice of occurrence of any material event except these events listed above. . The Authority further agrees, in a timely manner, to provide each NRMSlR or to the MSRB and to the SID, notice of a failure of the Authority to provide the required annual fmancial information on or before the date specified in this Section. The Authority may amend its continuing disclosure covenant from time to time to adapt to changed circumstances that arise from a change in legal requirement, a change in law, or a change in the identity, nature, status, or type of operations of the Authority if (i) the covenant, as amended, would have permitted an underwriter to purchase or sell the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances and (ii) either (a) the holders of 51 % in aggregate principal amount of the outstanding Parity Bonds consent to the amendment or (b) any person unaffiliated with the Authority (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interest of the holders or beneficial owners of the Bonds. If the Authority so amends the covenant, it has agreed to include with the next fmancial information and operating data provided in accordance with its covenant an explanation, in narrative fOnD. of the reasons for the amendment and of the impact of any change in the type of fmancial information and operating data so provided. The Authority may terminate its obligations to provide annual financial information and notices of material events, as set forth above, if and when the Authority no longer remains an obligated person with respect to the Parity Bonds within the meaning of the Rule or the Rule does not require such action. The Authority's obligation pursuant to this Section is intended to be for the benefit of the bondholders and is enforceable by said bondholders; however, such enforceability is limited to a right to obtain specific enforcement of the Authority's obligations and any failure by the Authority shall not be considered a default with respect to the Bonds. Section 14. APPROVAL OF OFFICIAL STATEMENT. The Authority hereby approves the form and content of the Official Statement, and any addenda, supplement, or amendment thereto and approves the distribution of such Official Statement in the reoffering of the Bonds by the Underwriter in final form, with such changes therein 23