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Section 8. Default. In the event of a failure of the City to comply with any provision <br />of this Disclosure Agreement, the Authority may and, at the written direction of the Participating <br />Underwriter or the Holders of at least 25% in aggregate principal amount of Outstanding Bonds, <br />shall, or any Beneficial Owner or Holder of any of the Bonds may, seek mandate or specific <br />performance by court order, to cause the City to comply with its obligations under this <br />_ Disclosure Agreement; provided that the City shall be liable for monetary damages or any other <br />monetary penalty or payment for breach of any of its obligations under this Section. The sole <br />remedy under this Disclosure Agreement in the event of any failure of the City to comply with <br />this Disclosure Agreement shall be an action to compel performance. <br />Section 9. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit <br />of the City, Authority, the Participating Underwriters and the Beneficial Owners and Holders of <br />any Bonds and shall create no rights in any other person or entity. <br />Section 10. Interpretation. It being the intention of the City and the Authority that <br />there be full and complete compliance with the Rule, this Disclosure Agreement shall be <br />construed in accordance with the written guidance and no -action letters published from time to <br />time by the Securities and Exchange Commission and its staff with respect to the Rule. <br />Section 11. Governing Law. This Disclosure Agreement shall be governed by the <br />laws of the State of Texas. <br />Section 12. Counterparts. This Disclosure Agreement may be executed in several <br />_ counterparts, each of which shall be an original and all of which shall constitute but one and the <br />same instrument. <br />IN WITNESS WHEREOF, the City and the Authority have each caused their duly <br />authorized officers to execute this Disclosure Agreement as of the day and year first written <br />above. <br />CITY OF LA PORTE, TEXAS <br />By: <br />Its: <br />Mayor <br />LA PORTE AREA WATER AUTHORITY <br />By: <br />Its: <br />3 <br />HOU 3004208.1 <br />President <br />