Res 2010-108 - Laserfiche WebLink

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No default by GBRA or the Disclosure Party in observing or performing their respective obligations under this Agreement shall comprise a breach of or default under any resolution of GBRA authorizing the issuance of the Bonds, or any ordinance or resolution adopted by the governing body of the Disclosure Party, or any contract relating thereto, for purposes of any other provision of this Agreement. Nothing in this Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of GBRA or the Disclosure Party under federal and state securities laws. The provisions of this Agreement may be amended by GBRA and the Disclosure Party from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the Disclosure Party, but only if (1) the provisions of this Agreement, as so amended, would have permitted an underwriter to purchase or sell the Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the bondholders or beneficial owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Agreement that authorizes such an amendment) of outstanding Bonds consent to such amendment or (b) an entity that is unaffiliated with GBRA or the Disclosure Party (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the bondholders and beneficial owners of the Bonds and is permitted by the terms of the Agreement. If GBRA and the Disclosure Party so amend the provisions of this Agreement in connection with the financial or operating data the Disclosure Party it is required to disclose under Section 2 hereof or GBRA is required to disclose under Section 3(d) hereof, GBRA shall provide a notice of such amendment to be filed in accordance with Section 3(c) hereof, together with an explanation, in narrative form, of the reason for the amendment and the impact of any change in the type of financial information or operating data to be so provided. GBRA and the Disclosure Party may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling the Bonds in the primary offering of the Bonds. SECTION 5. MISCELLANEOUS A. Representations Each of the parties hereto represents and warrants to each other party that it has (i) duly authorized the execution and delivery of this Agreement by the officers of such party whose signatures appear on the execution pages hereto, (ii) that it has all requisite power and authority to execute, deliver and perform this Agreement under applicable law and any resolutions or other actions of such party now in effect, (iii) that the execution and delivery of this Agreement, and performance of the terms hereof, does not and will not violate any law, regulation, ruling, decision, order, indenture, decree, agreement or instrument by which such party is bound, and (iv) such party, except as disclosed in the Official Statement relating to the Bonds, is not aware of any litigation or