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201106937
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201106937
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Last modified
10/9/2011 10:52:19 PM
Creation date
9/20/2011 8:40:44 AM
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DEEDS
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201106937
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2o��os93� <br />(13) the consummation of a merger, consolidation, or acquisition <br />involving the City or the sale of all or substantially all of the assets of the City, <br />other than in the ordinary course of business, the entry into a definitive agreement <br />to undertake such an action or the termination of a definitive agreement relating to <br />any such actions, other than pursuant to its terms, if material; <br />(14) appointment of a successor or additional trustee or the change of <br />name of a trustee, if material. <br />The City has not undertaken to provide notice of the occurrence of any other event, <br />except the events listed above. <br />(d) in a timely manner, notice of any failure on the part of the City to provide <br />Annual Financial Information not later than the Delivery Date. <br />The City agrees that all documents provided to the MSRB under the terms of this continuing <br />disclosure undertaking shall be in such electronic format and accompanied by such identifying <br />information as shall be prescribed by the MSRB. The City reserves the right to modify from <br />time to time the specific types of information provided or the format of the presentation of such <br />information or the accounting methods in accordance with which such information is presented, <br />to the extent necessary or appropriate in the judgment of the City, consistent with the Rule. The <br />City agrees that such covenants are for the benefit of the registered owners of the 2011 Bonds <br />(including Beneficial Owners) and that such covenants may be enforced by any registered owner <br />or Beneficial Owner, pravided that any such right to enforcement shall be lnnited to specific <br />enforcement of such undertaking and any failure shall not constitute an event of default under the <br />Agreement or the Indenture. The continuing disclosure obligations of the City, as described <br />above, shall cease when none of the 2011 Bonds remain outstanding. <br />Section VI. Amendments to Existin� Lease Purchase Agreement as Amended bv <br />Third Addendum. The Existing Lease Purchase Agreement as amended by this Third <br />Addendum may be amended only in accordance with the terms of the Indenture. <br />Section VII. Assignment of Pavments; Obligations of Citv Unconditional. Under the <br />Indenture the Payments have been assigned on an absolute and unconditional basis in order to <br />effect the payment of principal and interest on the Refunding Bonds. The City hereby agrees <br />that no amendment reducing the amount of the Payments or extending the time of payment <br />thereof shall be made without the consent of the registered owners of each of the Refunding <br />Bonds affected thereby. The Payments may be reduced in the event of any refunding of the <br />Refunding Bonds or any other Refunding Bonds provided that no such reduction shall take effect <br />so long as any of the Refunding Bonds being refunded remain outstanding under the Indenture. <br />The City hereby agrees that the Trustee shall have the right to enforce any and all of its <br />obligations with respect to the Payments under the Existing Lease Purchase Agreement as <br />amended by this Third Addendum. The City hereby agrees and acknowledges that its <br />obligations to make the Payments sha11 be absolute and unconditional. The City shall bear all <br />risk of damage to or destruction of the Project or any part thereof, including without limita.tion <br />0 <br />
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