O-2010-3233 Certificates of Obligation Series 2010 and General Obligation Refunding Bonds

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Section 4. Reporting of Material Events. The City and the Authority hereby acknowledge and agree that any reporting of Material Events in connection with the Bonds as required by the Rule will be undertaken by the Authority by separate agreement. Section 5. Termination of Reporting Obligation. The City's obligations under this Disclosure Agreement shall automatically terminate once the Bonds are no longer outstanding. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City and the Authority may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived by the parties hereto, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, acceptable to the City and the Authority, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver bad been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule, provided that the Authority shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following conditions: (i) The amendment may only be made in connection with a change in circumstances that arises from, a change in legal requirements, change in law or change in the identity, nature or status of the obligated person or type of business conducted; _ (ii) This Disclosure Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (iii) The amendment does not materially impair the interests of Beneficial Owners and Holders of any of the Bonds, as determined either by parties unaffiliated with the City and the Authority (such as counsel expert in federal securities laws), or by approving vote of Bondholders pursuant to the terms of the Bond Resolution at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change, if any, in the type of operating data or financial information being provided. Section 7. Additional Information. Nothing in this Disclosure Agreement shall be �. deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Financial Information, in addition to that which is -- required by this Disclosure Agreement. If the City chooses to include any information in any Annual Financial Information in addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to update such -- information or include it in any future Annual Financial Information. 2 HOU:3004208.1