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WHEREAS, the City and Authority are desirous of entering into this Third Amendment <br /> to provide for the construction, occupancy,placement, modifications, alterations and additions to <br /> the Authority's parking areas and to facilitate the construction, development and financing of(i) <br /> the Project and (ii) a separate solar system project contemplated for the benefit of Senator <br /> Severns Transit Center located at 353 E. Williams Street ("Additional Project"). <br /> NOW, THEREFORE, in consideration of the mutual promises, representations, <br /> warranties and covenants set forth in this Third Amendment, and for other good and valuable <br /> consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto <br /> hereby agree as follows: <br /> Section 1. The parties hereby find that all of the recitals contained in the preambles to <br /> this to this Second Amendment are full, true and correct and do incorporate them into this Third <br /> Amendment by reference. <br /> Section 2. Authority will execute any and all documents necessary to allow City to enter <br /> into (i) the Consent, acknowledges the terms of the Consent, and agrees to support compliance <br /> with the terms of the PPA, the Consent or the corresponding assignment agreement for projects <br /> on Authority's property and (ii) any and all documents required for the construction, <br /> development, and financing of the Additional Project <br /> Section 3. City and Authority agree that this Third Amendment shall be in full force and <br /> effect during the term of (i) the PPA, regardless of whether the PPA is between the City and <br /> Hawk-Attollo LLC, Seller or any other entity, and any subsequent PPA or other applicable <br /> power purchase agreement at or during any time the City owns and operates the Project and (ii) <br /> any and all agreements relative the ownership and operation of the Additional Project. <br /> Section 4. That any and all other terms and conditions of the IGA, First Amendment and <br /> Second Amendment not in conflict with the provisions of the Third Amendment shall remain in <br /> full force and effect. <br /> Section 5. That any and all other terms and conditions of the IGA, First Amendment and <br /> Second Amendment in conflict with the provisions of the Third Amendment are hereby modified <br /> and revoked. <br /> Section 6. This Third Amendment may be executed in counterparts, and any party hereto <br /> may sign any counterpart. This Third Amendment shall be effective when each party hereto <br /> shall have signed a counterpart, and a set of counterparts bearing the signature of each party shall <br /> constitute the Third Amendment as fully as if all of the parties shall have signed a single <br /> document. The parties agree that facsimile copies of signatures on this Third Amendment shall <br /> have the same effect as original signatures. <br /> Section 7. If any provision or subpart of this Third Amendment is held to be invalid by <br /> any tribunal of competent jurisdiction, such part shall be deemed automatically adjusted, if <br /> possible. If not, the provision shall be deemed severed from the Agreement, and all other <br /> provisions and subparts shall remain in full force and effect. <br /> [Signature page follows] <br />