| (2) The provisions of this Program Regulation are for
the sole benefit of each Issuing District, as well as holders and
beneficial owners of the Guaranteed Bonds; nothing in this Program
Regulation, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person.
The Agency undertakes to provide only the financial information, operating
data, financial statements, and notices which it has expressly agreed
to provide pursuant to this Program Regulation and does not hereby
undertake to provide any other information, even if such information
may be relevant or material to a complete presentation of the Program's
financial results, condition, or prospects. The Agency does not undertake
to update any information provided in accordance with this Program
Regulation or otherwise, except as expressly provided herein. The
Agency does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Guaranteed
Bonds at any time.
(3) Under no circumstances shall the Agency or the
Program be liable to the holder or beneficial owner of any Guaranteed
Bond, the Issuing District or any other person or entity, in contract
or tort, for damages resulting in whole or in part from any breach
by the Agency, whether negligent or without fault on its part, of
any covenant specified in this Program Regulation, but every right
and remedy of any such person, in contract or tort, for or on account
of any such breach shall be limited to an action for mandamus or specific
performance.
(4) No default by the Agency in observing or performing
its obligations under this Program Regulation shall comprise a breach
of or default under the Order for purposes of any other provision
of the Order. Nothing in this Program Regulation is intended or shall
act to disclaim, waive, or otherwise limit the duties of the Agency
under federal and state securities laws.
(5) The provisions of this Program Regulation may be
amended by the Agency 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
the Agency, but only if:
(A) the provisions of this Program Regulation, as so
amended, would have permitted an underwriter to purchase or sell Guaranteed
Bonds in the primary offering of the Guaranteed 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
(B) either:
(i) the holders of a majority in aggregate principal
amount of the outstanding Guaranteed Bonds consent to such amendment,
or
(ii) a person that is unaffiliated with the Agency
(such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and
beneficial owners of the Guaranteed Bonds.
(6) If the Agency so amends the provisions of this
Program Regulation, it shall include with any amended financial information
or operating data next provided in accordance with subsection (b)
of this section (relating to Compliance with SEC Rule 15c2-12 Pertaining
to Disclosure of Information Relating to the Bond Guarantee Program)
an explanation, in narrative form, of the reason for the amendment
and of the impact of any change in the type of financial information
or operating data so provided. The Agency may also amend or repeal
the provisions of this continuing disclosure agreement if the SEC
amends or repeals the applicable provisions 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 Guaranteed Bonds in the primary offering of the Guaranteed
Bonds.
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