SECTION 6. Termination <strong>of</strong> Reporting Obligation. The <strong>Town</strong>’s obligations under this Disclosure Certificate shall terminate upon the defeasance, prior redemption or payment in full <strong>of</strong> all <strong>of</strong> the Bonds. SECTION 7. Dissemination Agent. The <strong>Town</strong> may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be the <strong>Town</strong>. SECTION 8. Amendment; Waiver. Notwithstanding any other provision <strong>of</strong> this Disclosure Certificate, the <strong>Town</strong> may amend this Disclosure Certificate and any provision <strong>of</strong> this Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion <strong>of</strong> counsel expert in federal securities laws acceptable to the <strong>Town</strong>, to the effect that such amendment or waiver would not, in and <strong>of</strong> itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date here<strong>of</strong> but taking into account any subsequent change in or <strong>of</strong>ficial interpretation <strong>of</strong> the Rule. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the <strong>Town</strong> from disseminating any other information, using the means <strong>of</strong> dissemination set forth in this Disclosure Certificate or any other means <strong>of</strong> communication, or including any other information in any Annual Report or notice <strong>of</strong> occurrence <strong>of</strong> a Listed Event, in addition to that which is required by this Disclosure Certificate. If the <strong>Town</strong> chooses to include any information in any Annual Report or notice <strong>of</strong> occurrence <strong>of</strong> a Listed Event, in addition to that which is specifically required by this Disclosure Certificate, the <strong>Town</strong> shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice <strong>of</strong> occurrence <strong>of</strong> a Listed Event. SECTION 10. Default. In the event <strong>of</strong> a failure <strong>of</strong> the <strong>Town</strong>, or the Dissemination Agent to comply with any provision <strong>of</strong> this Disclosure Certificate, any beneficial owner may take such actions as may be necessary and appropriate, including seeking injunctive relief or specific performance by court order, to cause the <strong>Town</strong>, or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event <strong>of</strong> default under the Ordinance, and the sole remedy under this Disclosure Certificate in the event <strong>of</strong> any failure <strong>of</strong> the <strong>Town</strong>, or the Dissemination Agent to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties, Immunities and Liabilities <strong>of</strong> the Dissemination Agent. The provisions <strong>of</strong> this Section 11 shall apply if the Issuer is not the Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and to the extent permitted by applicable law and other public policy considerations, the Issuer agrees to indemnify and save the Dissemination Agent, its <strong>of</strong>ficers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out <strong>of</strong> or in the exercise or performance <strong>of</strong> their powers and duties hereunder, including the costs and expenses (including attorneys’ fees) <strong>of</strong> defending against any claim <strong>of</strong> liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations <strong>of</strong> the Issuer under this Section shall survive resignation or removal <strong>of</strong> the Dissemination Agent and payment <strong>of</strong> the Bonds. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit <strong>of</strong> the <strong>Town</strong>, the Dissemination Agent, the Participating Underwriters, and Holders from time to time <strong>of</strong> the Bonds and shall create no rights in any other person or entity. COLUMBIA 1105720v3 C-4
TOWN OF HILTON HEAD ISLAND, SOUTH CAROLINA By: Dated: ______________, 2013 Mayor COLUMBIA 1105720v3 C-5
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