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39 <br />statement to such effect; provided, however, if such operations have been replaced by other City <br />operations in respect of which data is not included in the Disclosure Information and the City <br />determines that certain specified data regarding such replacement operations would be a Material <br />Fact (as defined in paragraph (2) of this subsection (b)), then, from and after such determination, <br />the Disclosure Information shall include such additional specified data regarding the replacement <br />operations. <br />If the Disclosure Information is changed or this Section 8 is amended as permitted by this <br />paragraph (1) or subsection (d), then the City shall include in the next Disclosure Information to <br />be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment <br />and the effect of any change in the type of financial information or operating data provided. <br />(2) In a timely manner, notice of the occurrence of any of the following events which is a <br />Material Fact (as hereinafter defined): <br />(A) Principal and interest payment delinquencies; <br />(B) Non-payment related defaults, if material; <br />(C) Unscheduled draws on debt service reserves reflecting financial <br />difficulties; <br />(D) Unscheduled draws on credit enhancements reflecting financial <br />difficulties; <br />(F) Substitution of credit or liquidity providers, or their failure to perform; <br />(F) Adverse tax opinions or events affecting the tax-exempt status of the <br />security; <br />(G) Modifications to rights of security holders; <br />(II) Bond calls; <br />(I) Defeasances; <br />(J) Release, substitution, or sale of property securing repayment of the <br />securities; <br />(K) Rating changes; <br />(L) Bankruptcy, insolvency, receivership or a similar event with respect to the <br />City; <br />(M) 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 <br />obligated person, other than in the ordinary course of business, the entry <br />into a definitive agreement to undertake such an action or the termination <br />of a definitive agreement relating to any such actions, other than pursuant <br />to its terms, if material; and <br />(N) Appointment of a successor or additional trustee or the change of name of <br />a trustee, if material. <br />As used herein, a "Material Fact" is a fact as to which a substantial likelihood exists that <br />a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a <br />Bond or, if not disclosed, would significantly alter the total information otherwise available to an <br />investor from the Official Statement, information disclosed hereunder or information generally <br />available to the public. Notwithstanding the foregoing sentence, a "Material Fact" is also an <br />event that would be deemed "material' for purposes of the purchase, holding or sale of a Bond <br />-16- <br />