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provisions of this Section, as so amended, would have permitted an underwriter to purchase <br />or sell Notes in the primary offering of the Notes in compliance with the Rule, taking into <br />account any amendments or interpretations of the Rule since such offering as well as such <br />changed circumstances and (2) either (a) the registered owners of a majority in aggregate <br />principal amount (or any greater amount required by any other provision of this Ordinance <br />that authorizes such an amendment) of the outstanding Notes consent to such amendment <br />or (b) a person that is unaffiliated with the City (such as nationally recognized 1 counsel) <br />determined that such amendment will not materially impair the interest of the registered <br />owners and beneficial owners of the Notes. If the City so amends the provisions of this <br />Section, it shall include with any amended financial information or operating data next <br />provided in accordance with subsection (b) of this Section an explanation, in narrative <br />form, of the reason for the amendment and of the impact of any change in the type of <br />financial information or operating data so provided. The City may also amend or repeal <br />the provisions of this continuing disclosure agreement if the SEC amends or repeals the <br />applicable provision of the Rule or a court of final jurisdiction enters judgment that such <br />provisions of the Rule are invalid, but only if and to the extent that the provisions of this <br />sentence would not prevent an underwriter from lawfully purchasing or selling Notes in <br />the primary offering of the Notes. <br />Section 14. METHOD OF AMENDMENT. The City hereby reserves the right to amend <br />this Ordinance subject to the following terms and conditions, to wit: <br />(a) The City may from time to time, without the consent of any holder, except as <br />otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure <br />any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the <br />interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add <br />events of default as shall not be inconsistent with the provisions of this Ordinance and that shall <br />not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the <br />Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time <br />to time in effect, or (v) make such other provisions in regard to matters or questions arising under <br />this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not <br />in the opinion of the City's Bond Counsel materially adversely affect the interests of the holders. <br />(b) Except as provided in paragraph (a) above, the holders of Notes aggregating in a <br />majority of the principal amount of then outstanding Notes that are the subject of a proposed <br />amendment shall have the right from time to time to approve any amendment hereto that may be <br />deemed necessary or desirable by the City; provided, however, that without the consent of 100% <br />of the holders in aggregate principal amount of the then outstanding Notes, nothing herein <br />contained shall permit or be construed to permit amendment of the terms and conditions of this <br />Ordinance or in any of the Notes so as to: (i) make any change in the maturity of any of the <br />outstanding Notes; (ii) reduce the rate of interest borne by any of the outstanding Notes; (iii) reduce <br />the amount of the principal payable on any outstanding Notes; (iv) modify the terms of payment <br />of principal or of interest on outstanding Notes or any of them or impose any condition with respect <br />to such payment; or (v) change the minimum percentage of the principal amount of any series of <br />Notes necessary for consent to such amendment: <br />(c) If at any time the City shall desire to amend this Ordinance under this Section, the <br />City shall send by U.S. mail to each registered owner of the affected Notes a copy of the proposed <br />17 <br />