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(c)any event occurs or becomes known thai has a material adverse effect on the financial <br /> condition of the City or on the ability of the City or the Authority to perform under the Site and <br /> Facility Lease,the Lease Agreement or the Assignment Agreement. <br /> IN WITNESS WHEREOF, the parties hereto have executed and entered into this Letter <br /> Agreement for Purchase by their officers thereunto duly authorized as of the day and year first <br /> above written. <br /> COMPASS BANK,an Alabama banking <br /> corporation <br /> By - <br /> Authorized Repr entative <br /> The foregoing is hereby agreed to and <br /> accepted as of the date first above written: <br /> CITY OF REDWOOD CITY <br /> By <br /> Brian J. Ponty <br /> Director of Finance <br /> CITY OF REDWOOD CITY PUBLIC <br /> FINANCING AUTHORITY <br /> By <br /> Brian J. Ponty <br /> Finance Director <br /> -6- <br /> 338801_2.DOC <br />