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<br />Section 32. DISPOSITION OF PROJECT. The Issuer covenants that the property <br />constituting the Project will not be sold or otherwise disposed in a transaction resulting in the receipt <br />by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally- <br />recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt <br />status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal <br />property and disposed in the ordinary course shall not be treated as a transaction resulting in the <br />receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to <br />comply with this covenant if it obtains an opinion that such failure to comply will not adversely <br />affect the excludability for federal income tax purposes from gross income of the interest. <br /> <br />Section 33. CONTINUING DISCLOSURE. (a) Annual ReDorts. (i) The Issuer shall <br />provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year <br />ending in or after 2000, financial information and operating data with respect to the Issuer of the <br />general type included in the final Official Statement authorized by Section 34 of this Ordinance, <br />being the information described in Exhibit A. Any financial statements so to be provided shall be <br />prepared in accordance with the accounting principles described in Exhibit A thereto, or such other <br />accounting principles as the Issuer may be required to employ from time to time pursuant to state <br />law or regulation, and audited, if the Issuer commissions an audit of such statements and the audit <br />is completed within the period during which they must be provided. If the audit of such financial <br />statements is not complete within such period, then the Issuer shall provide unaudited financial <br />statements for such period, and shall provide audited financial statements for the applicable fiscal <br />year to each NRMSIR and any SID, when and if the audit report on such statements become <br />available. <br /> <br />(ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the <br />change (and of the date of the new fiscal year end) prior to the next date by which the Issuer <br />otherwise would be required to provide financial information and operating data pursuant to this <br />Section. The financial information and operating data to be provided pursuant to this Section may <br />be set forth in full in one or more documents or may be included by specific reference to any <br />document (including an official statement or other offering document, if it is available from the <br />MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. <br /> <br />(b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or <br />the MSRB, in a timely marmer, of any of the following events with respect to the Bonds, if such <br />event is material within the meaning of the federal securities laws: <br /> <br />1. Principal and interest payment delinquencies; <br />2. Non-payment related defaults; <br />3. Unscheduled draws on debt service reserves reflecting financial difficulties; <br />4. Unscheduled draws on credit enhancements reflecting financial difficulties; <br />5. Substitution of credit or liquidity providers, or their failure to perform; <br />6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; <br />7. Modifications to rights of holders of the Bonds; <br />8. Bond calls; <br /> <br />38 <br />