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51 Non - payment related defaults; <br />6. The consummation of a merger, consolidation, or acquisition involving an <br />obligated person or the sale of all or substantially all of the assets of the obligated person, other <br />than in the ordinary course of business, the entry into a definitive agreement to undertake such an <br />action or the termination of a definitive agreement relating to any such actions, other than <br />pursuant to its terms; or <br />7. Appointment of a successor or additional fiscal agent or the change of name of a <br />fiscal agent. <br />(c) The Fiscal Agent shall, within one business day of obtaining actual knowledge of <br />the occurrence of any of the Listed Events, contact the Disclosure Representative and inform <br />such person of the event. The Fiscal Agent, in notifying the Disclosure Representative of a <br />Listed Event, shall not be required to make any determinations with respect to such Listed Event, <br />including whether such Listed Event is material or reflects financial difficulties. <br />(d) If a Listed Event described in subsection (b) of this Section occurs, the City shall <br />determine if such event would be material under applicable federal securities law. <br />(e) If a Listed Event described in subsection (a) of this Section occurs, or if the City <br />determines that the occurrence of a Listed Event described in subsection (b) of this Section <br />would be material under applicable federal securities law, the City shall, or shall cause the <br />Dissemination Agent to, file a notice of the occurrence of such Listed Event with the MSRB, <br />within ten business clays of such occurrence. <br />(f) Notwithstanding the foregoing, notices of Listed Events described in paragraph <br />(vii) of subsection (a) of this Section and paragraph (iii) of subsection (b) of this Section need <br />not be given any earlier than the notice (if any) of the underlying event is given to holders of <br />affected Bonds pursuant to the Fiscal Agent Agreement. <br />Section 6. Format for Filings with MSRB. Any report or filing with the MSRB pursuant <br />to this Disclosure Agreement must be submitted in electronic format, accompanied by such <br />identifying information as is prescribed by the MSRB. <br />Section 7. Termination of Reporting Obligation. The City's and the Dissemination <br />Agent's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, <br />prior redemption or payment in fall of all of the Bonds. If such termination occurs prior to the <br />final maturity of the Bonds, the City shall give notice of such termination in a filing with the <br />MSRB. <br />Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a <br />Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, <br />and may discharge any such Dissemination Agent, with or without appointing a successor <br />Dissemination Agent, The Dissemination Agent may resign by providing 30 days' written notice <br />to the City and the Fiscal Agent (if the Fiscal Agent is not the Dissemination Agent). The initial <br />Dissemination Agent shall be Urban Futures, Inc. If at any time there is not any other designated <br />Dissemination Agent, the Fiscal Agent shall be the Dissemination Agent. <br />55B -139 <br />