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. e statements and representations contained in said Official Statement are true and correct in all material respects to the best knowledge and belief of the Council. Section 18. CONTINUING DISCLOSURE UNDERTAKING,_ (a) Annual Reoorts. The City shall provide annually to each nationally-recognized municipal securities infonnation repository ("NRMSIR") and to any state information deppsitory ("SID"), within six months after the end of each fiscal ~ear ending in or after 2002, financial information and operating data with respect to the City of the general type mcluded in the final Official Statement authorized by Section 15 of this Ordinance, being the information described in Exhibit B hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto and (2) audited, if the CitY. commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, the City shall provide audited financial statements for the al?plicable fiscal year to each NRMSIR and any SID when and if the audit report on such statements becomes available, If the City changes its fiscal year, it will notifY. each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operatin& data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) if it is available from the Municipal Securities Rulemaking Board (the "MSRB") that theretofore has been provided to each NRMSIR and any SID or filed with the Securities and Exchange Commission ("SEC"). (b) Material Event Notices, The City shall notify any SID and either each NRMSIR or the MWlicipal Securities Rulemaking Board ("MSRB"), in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning, of the federal securities laws: (i) ~rincipal and interest payment delinquencies; (ii) non-payment related defuults; (iii) Wlscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting, financial difficulties; (v) substitution of credit or liquidity providers, or their fuilme to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) modifications to rights of holders of the Bonds; (yiii) calls;. (ix) defeasances; (x) release, substitution, or sale of property securing repayment of the Bonds; and (xi) rating changes, The City shall notifY any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section, (c) Limitations. Disclaimers. and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning ofSEC Rule 15c2-12 (the "Rule"), except that the City in any event will give notice of any deposit made in accordance with Section 17 above that causes the Bonds no longer to be outstanding and any call of Bonds made in connection therewith. The provisions of this Section are for the sole benefit of the Owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right. remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHEnlER NEGLIGENT OR 063939.0001 AUSTIN 280348 15