Common use of Material Event Notices Clause in Contracts

Material Event Notices. A. The following are the events with respect to any series of bonds, which is not exempt from the Rule, that GBRA must agree to disclose in a timely manner pursuant to the current Rule, under applicable federal securities laws and regulations promulgated thereunder: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (vii) Modifications to rights of holders of the Bonds, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership, or similar event of GBRA, which shall occur as described below; (xiii) The consummation of a merger, consolidation, or acquisition involving GBRA or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (xv) Incurrence of financial obligations of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. The terms “financial obligation” and “material” when used in this paragraph shall have the meanings ascribed to them under federal securities laws. B. The WCID shall, promptly after obtaining actual knowledge of the occurrence of any of the events enumerated above (including but not limited to clauses (xv) and (xvi) of Section 9.2(A) above with respect to financial obligations it may incur), notify GBRA of such event and provide all information in the format required to satisfy the requirements of the Rule. Further, the WCID shall provide, in a timely manner, notice of any failure to provide audited financial statements, financial information, and operating data in accordance with this Contract to the MSRB.

Material Event Notices. A. (a) The following are the events with respect to any series of bonds, which is not exempt from the Rule, that GBRA must agree Department agrees to disclose in a timely manner pursuant to the current Ruleterms hereof and subject to the time limitation below, if the Department Disclosure Representative determines, pursuant to subsection (c) below, that such events are "material" under applicable federal securities laws and regulations promulgated thereunder:. (i) Principal and interest payment delinquencies; (ii1) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (vii2) Modifications to rights of holders of the Bonds, if materialbondholders; (viii3) Series 2019A Bond calls, if material, and tender offers; (ix) Defeasances; (x4) Release, substitution, or sale of property securing repayment of the Series 2019A Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership, or similar event of GBRA, which shall occur as described below; (xiii5) The consummation of a merger, consolidation, or acquisition involving GBRA an obligated person or the sale of all or substantially all of its assetsthe assets of the obligated person, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv6) Appointment of a successor or additional trustee or the change of name of a trustee, if material;; and (xv7) Incurrence of a financial obligations obligation of the obligated personDepartment, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated personIssuer, any of which affect security holders, if material. (b) The Department agrees to provide notice to the MSRB of any of the following events with respect to the Series 2019A Bonds without regard to whether such event is considered material within the meaning of the federal securities laws (1) Principal and interest payment delinquencies; (2) Unscheduled draws on debt service reserves reflecting financial difficulties; (3) Unscheduled draws on credit enhancements reflecting financial difficulties; (4) Substitution of credit or liquidity providers, or their failure to perform; (5) Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Series A Bonds, or other events affecting the tax-exempt status of the Series A Bonds; (6) Defeasances; (7) Rating changes; (8) Bankruptcy, insolvency, receivership or similar event of an obligated person; and (xvi9) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated personDepartment, any of which reflect financial difficulties. The terms For the purposes of the above described event notices, the term “financial obligation” means a (i) debt obligation, (ii) derivative instrument entered into in connection with or pledged as security or a source of payment for, an existing or planned debt obligation, or (iii) a guarantee of (i) or (ii); provided however, that a “financial obligation” shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. The Department shall provide notice of events stated in (a) and “material” when used (b) immediately above, to the extent required, in this paragraph a timely manner (but not in excess of ten business days after the occurrence of the event). The Department will also provide timely notice of any failure by the Department to provide annual financial information in accordance with their agreement described above under Section 1. Such notices shall have be filed in an electronic format as prescribed by the meanings ascribed MSRB. (c) Whenever the Department obtains knowledge of the occurrence of one of the above events in Section 2(a), whether because of a notice from the Trustee pursuant to them under subsection (e) or otherwise, the Department Disclosure Representative shall, in a timely manner, determine if such event would constitute material information for Bondholders. (d) If the Department determines that the occurrence of one of the above events in Section 2(a) is material within the meaning of applicable federal securities lawslaws and regulations promulgated thereunder or an event listed under Section 2(b) has occurred, the Department Disclosure Representative shall promptly file a notice in an electronic format as prescribed by the MSRB of such occurrence with the MSRB. All documents provided to the MSRB pursuant to this Section 2 shall be accompanied by identifying information as prescribed by the MSRB. To the extent permitted by law, notwithstanding the requirements of this subsection, the disclosure of an event described in Section 2(b)(8) and Section 2(b)(7) need not be given earlier than the notice, if any, of the underlying event is given to the Bondholders of affected Bonds pursuant to the Trust Indenture. B. (e) The WCID Trustee shall, promptly after within three (3) Business Days of a Responsible Officer's obtaining actual knowledge of the occurrence of any of the events enumerated above below, notify the Department Disclosure Representative of such event. It is agreed and understood that the Trustee has agreed to give the foregoing notice to the Department as an accommodation to assist it in monitoring the occurrence of such events, but is under no obligation to investigate whether any of such events has occurred. As used above, "actual knowledge" means the actual fact or statement of knowing, without any duty to make any investigation with respect thereto. The Department agrees to and does hereby hold harmless the Trustee and any officer, director, official, employee, agent, or attorney against any and all losses, claims, damages, or liabilities suffered by the Department as a result of a failure by the Trustee to give such notice pursuant to the terms hereof. The Trustee shall notify the Department Disclosure Representative of any of the following events: (including but not limited 1) Principal and interest payment delinquencies; (2) Non-payment related defaults; (3) Unscheduled draws on debt service reserves; (4) Unscheduled draws on credit enhancements; (5) Substitution of credit or liquidity providers, or their failure to clauses pay principal, interest, or purchase price on the Series 2019A Bonds pursuant to applicable agreements; (xv6) and Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (xviIRS Form 5701-TEB) of Section 9.2(A) above or other material notices or determinations with respect to financial obligations it may incur)the tax-exempt status of the Series A Bonds, notify GBRA or other events affecting the tax-exempt status of such event and provide all information the Series A Bonds; (7) Modifications in the format required Trust Indenture to satisfy the requirements rights of the Rule. FurtherBondholders; (8) Bond calls (except sinking fund redemptions, the WCID shall provide, in a timely manner, notice of any failure to provide audited financial statements, financial information, and operating data in accordance with this Contract to the MSRB.if any);

Material Event Notices. A. (a) The following are the events with respect to any series of bonds, which is not exempt from the Rule, that GBRA must agree Department agrees to disclose in a timely manner pursuant to the current Ruleterms hereof and subject to the time limitation below, if the Department Disclosure Representative determines, pursuant to subsection (c) below, that such events are "material" under applicable federal securities laws and regulations promulgated thereunder:. (i) Principal and interest payment delinquencies; (ii1) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (vii2) Modifications to rights of holders of the Bonds, if materialbondholders; (viii3) Bond Xxxx calls, if material, and tender offers; (ix) Defeasances; (x4) Release, substitution, or sale of property securing repayment of the Series 2022B Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership, or similar event of GBRA, which shall occur as described below; (xiii5) The consummation of a merger, consolidation, or acquisition involving GBRA an obligated person or the sale of all or substantially all of its assetsthe assets of the obligated person, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv6) Appointment of a successor or additional trustee or the change of name of a trustee, if material;; and (xv7) Incurrence of a financial obligations obligation of the obligated person, if materialDepartment, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated personIssuer, any of which affect security holders. (b) The Department agrees to provide notice to the MSRB of any of the following events with respect to the Series 2022B Bonds without regard to whether such event is considered material within the meaning of the federal securities laws (1) Principal and interest payment delinquencies; (2) Unscheduled draws on debt service reserves reflecting financial difficulties; (3) Unscheduled draws on credit enhancements reflecting financial difficulties; (4) Substitution of credit or liquidity providers, if materialor their failure to perform; (5) Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Series 2022B Bonds, or other events affecting the tax-exempt status of the Series 2022B Bonds; (6) Defeasances; (7) Rating changes; (8) Bankruptcy, insolvency, receivership or similar event of an obligated person; and (xvi9) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated personDepartment, any of which reflect financial difficulties. The terms For the purposes of the above described event notices, the term “financial obligation” and means a (i) debt obligation, (ii) derivative instrument entered into in connection with or pledged as security or a source of payment for, an existing or planned debt obligation, or (iii) a guarantee of (i) or (ii); provided however, that a “materialfinancial obligation” when shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. The Department intends the words used in this paragraph shall Sections 2(a)(7) and 2(b)(9) and the definition of “financial obligation” to have the meanings ascribed to them in SEC Release No. 34-83885. The Department shall provide notice of events stated in (a) and (b) immediately above, to the extent required, in a timely manner (but not in excess of ten business days after the occurrence of the event). The Department will also provide timely notice of any failure by the Department to provide annual financial information in accordance with their agreement described above under Section 1. Such notices shall be filed in an electronic format as prescribed by the MSRB. (c) Whenever the Department obtains knowledge of the occurrence of one of the above events in Section 2(a), whether because of a notice from the Trustee pursuant to subsection (e) or otherwise, the Department Disclosure Representative shall, in a timely manner, determine if such event would constitute material information for Bondholders. (d) If the Department determines that the occurrence of one of the above events in Section 2(a) is material within the meaning of applicable federal securities lawslaws and regulations promulgated thereunder or an event listed under Section 2(b) has occurred, the Department Disclosure Representative shall promptly file a notice in an electronic format as prescribed by the MSRB of such occurrence with the MSRB. All documents provided to the MSRB pursuant to this Section 2 shall be accompanied by identifying information as prescribed by the MSRB. To the extent permitted by law, notwithstanding the requirements of this subsection, the disclosure of an event described in Section 2(b)(6) and Section 2(b)(7) need not be given earlier than the notice, if any, of the underlying event is given to the Bondholders of affected Bonds pursuant to the Trust Indenture. B. (e) The WCID Trustee shall, promptly after within three (3) Business Days of a Responsible Officer's obtaining actual knowledge of the occurrence of any of the events enumerated above below, notify the Department Disclosure Representative of such event. It is agreed and understood that the Trustee has agreed to give the foregoing notice to the Department as an accommodation to assist it in monitoring the occurrence of such events, but is under no obligation to investigate whether any of such events has occurred. As used above, "actual knowledge" means the actual fact or statement of knowing, without any duty to make any investigation with respect thereto. The Department agrees to and does hereby hold harmless the Trustee and any officer, director, official, employee, agent, or attorney against any and all losses, claims, damages, or liabilities suffered by the Department as a result of a failure by the Trustee to give such notice pursuant to the terms hereof. The Trustee shall notify the Department Disclosure Representative of any of the following events: (including but not limited 1) Principal and interest payment delinquencies; (2) Non-payment related defaults; (3) Unscheduled draws on debt service reserves; (4) Unscheduled draws on credit enhancements; (5) Substitution of credit or liquidity providers, or their failure to clauses pay principal, interest, or purchase price on the Series 2022B Bonds pursuant to applicable agreements; (xv6) and Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (xviIRS Form 5701-TEB) of Section 9.2(A) above or other material notices or determinations with respect to financial obligations it may incur)the tax-exempt status of the Series 2022B Bonds, notify GBRA or other events affecting the tax-exempt status of such event and provide all information the Series 2022B Bonds; (7) Modifications in the format required Trust Indenture to satisfy the requirements rights of the Rule. FurtherBondholders; (8) Xxxx calls (except sinking fund redemptions, the WCID shall provide, in a timely manner, notice of any failure to provide audited financial statements, financial information, and operating data in accordance with this Contract to the MSRB.if any);

Material Event Notices. A. (a) The following are the events with respect to any series of bonds, which is not exempt from the Rule, that GBRA must agree Department agrees to disclose in a timely manner pursuant to the current Ruleterms hereof and subject to the time limitation below, if the Department Disclosure Representative determines, pursuant to subsection (c) below, that such events are “material” under applicable federal securities laws and regulations promulgated thereunder:. (i) Principal and interest payment delinquencies; (ii1) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (vii2) Modifications to rights of holders of the Bonds, if materialbondholders; (viii3) Bond Xxxx calls, if material, and tender offers; (ix) Defeasances; (x4) Release, substitution, or sale of property securing repayment of the Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership, or similar event of GBRA, which shall occur as described below; (xiii5) The consummation of a merger, consolidation, or acquisition involving GBRA an obligated person or the sale of all or substantially all of its assetsthe assets of the obligated person, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv6) Appointment of a successor or additional trustee or the change of name of a trustee, if material;; and (xv7) Incurrence of a financial obligations obligation of the obligated personDepartment, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated personIssuer, any of which affect security holders, if material. (b) The Department agrees to provide notice to the MSRB of any of the following events with respect to the Bonds without regard to whether such event is considered material within the meaning of the federal securities laws (1) Principal and interest payment delinquencies; (2) Unscheduled draws on debt service reserves reflecting financial difficulties; (3) Unscheduled draws on credit enhancements reflecting financial difficulties; (4) Substitution of credit or liquidity providers, or their failure to perform; (5) Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Bonds, or other events affecting the tax-exempt status of the Bonds; (6) Defeasances; (7) Rating changes; (8) Bankruptcy, insolvency, receivership or similar event of an obligated person; and (xvi9) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated personDepartment, any of which reflect financial difficulties. The terms For the purposes of the above described event notices, the term “financial obligation” and means a (i) debt obligation, (ii) derivative instrument entered into in connection with or pledged as security or a source of payment for, an existing or planned debt obligation, or (iii) a guarantee of (i) or (ii); provided however, that a “materialfinancial obligation” when shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. The Department intends the words used in this paragraph shall Sections 2(a)(7) and 2(b)(9) and the definition of “financial obligation” to have the meanings ascribed to them in SEC Release No. 34-83885. The Department shall provide notice of events stated in (a) and (b) immediately above, to the extent required, in a timely manner (but not in excess of ten business days after the occurrence of the event). The Department will also provide timely notice of any failure by the Department to provide annual financial information in accordance with their agreement described above under Section 1. Such notices shall be filed in an electronic format as prescribed by the MSRB. (c) Whenever the Department obtains knowledge of the occurrence of one of the above events in Section 2(a), whether because of a notice from the Trustee pursuant to subsection (e) or otherwise, the Department Disclosure Representative shall, in a timely manner, determine if such event would constitute material information for Bondholders. (d) If the Department determines that the occurrence of one of the above events in Section 2(a) is material within the meaning of applicable federal securities lawslaws and regulations promulgated thereunder or an event listed under Section 2(b) has occurred, the Department Disclosure Representative shall promptly file a notice in an electronic format as prescribed by the MSRB of such occurrence with the MSRB. All documents provided to the MSRB pursuant to this Section 2 shall be accompanied by identifying information as prescribed by the MSRB. To the extent permitted by law, notwithstanding the requirements of this subsection, the disclosure of an event described in Section 2(b)(8) and Section 2(b)(7) need not be given earlier than the notice, if any, of the underlying event is given to the Bondholders of affected Bonds pursuant to the Trust Indenture. B. (e) The WCID Trustee shall, promptly after within three (3) Business Days of a Responsible Officer's obtaining actual knowledge of the occurrence of any of the events enumerated above below, notify the Department Disclosure Representative of such event. It is agreed and understood that the Trustee has agreed to give the foregoing notice to the Department as an accommodation to assist it in monitoring the occurrence of such events, but is under no obligation to investigate whether any of such events has occurred. As used above, “actual knowledge” means the actual fact or statement of knowing, without any duty to make any investigation with respect thereto. The Department agrees to and does hereby hold harmless the Trustee and any officer, director, official, employee, agent, or attorney against any and all losses, claims, damages, or liabilities suffered by the Department as a result of a failure by the Trustee to give such notice pursuant to the terms hereof. The Trustee shall notify the Department Disclosure Representative of any of the following events: (including but not limited 1) Principal and interest payment delinquencies; (2) Non-payment related defaults; (3) Unscheduled draws on debt service reserves; (4) Unscheduled draws on credit enhancements; (5) Substitution of credit or liquidity providers, or their failure to clauses pay principal, interest, or purchase price on the Bonds pursuant to applicable agreements; (xv6) and Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (xviIRS Form 5701-TEB) of Section 9.2(A) above or other material notices or determinations with respect to financial obligations it may incur)the tax-exempt status of the Bonds, notify GBRA or other events affecting the tax-exempt status of such event and provide all information the Bonds; (7) Modifications in the format required Trust Indenture to satisfy the requirements rights of the Rule. FurtherBondholders; (8) Xxxx calls (except sinking fund redemptions, the WCID shall provide, in a timely manner, notice of any failure to provide audited financial statements, financial information, and operating data in accordance with this Contract to the MSRB.if any);