Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner not more than ten (10) Business Days after the event: (1) principal and interest payment delinquencies; (2) defeasances; (3) tender offers; (4) rating changes; (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- status of the Bonds; (6) unscheduled draws on the debt service reserves reflecting financial difficulties; (7) unscheduled draws on credit enhancements reflecting financial difficulties; (8) substitution of credit or liquidity providers or their failure to perform; or (9) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. (b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: (1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their termination; (2) appointment of a successor or additional trustee or the change of the name of a trustee; (3) Non-payment related defaults; (4) modifications to the rights of Holders; (5) a notices of prepayment; or (6) release, substitution or sale of property securing repayment of the Bonds. (c) Whenever the City obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the City shall as soon as possible determine if such event would be material under applicable federal securities law. (d) If the City determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities law, the City shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the Repository in a timely manner not more than ten (10) Business Days after the event. (e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB.
Appears in 2 contracts
Samples: Continuing Disclosure Agreement, Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events Listed Events with respect to the Bonds, which notice shall be given in a timely manner manner, not more than in excess of ten (10) Business Days business days after the event:
(1) principal occurrence of such Listed Event: Principal and interest payment delinquencies;
(2) defeasances;
(3) tender offers;
(4) rating changes;
(5) adverse ; Non-payment related defaults, if material; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; Adverse tax opinions or 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- tax status of the Bonds;
(6) unscheduled draws on , or other material events affecting the debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficulties;
(8) substitution tax status of credit the Bonds; Modifications to rights of security holders, if material; Bond calls, if material, and tender offers; Defeasances; Release, substitution, or liquidity providers or their failure to performsale of property securing repayment of the Bonds, if material; or
(9) bankruptcyRating changes; Bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment Obligated Person; The consummation of a receivermerger, fiscal agentconsolidation, or similar officer for the City in a proceeding under the United States Bankruptcy Code acquisition involving an Obligated Person or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their termination;
(2) appointment the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and Appointment of a successor or additional trustee or the change of the name of a trustee;
, if material. The Dissemination Agent shall, within one (1) business day after obtaining knowledge of the occurrence of any of the events listed in Section 5(a) (1), (3) Non-payment related defaults;
), (4) modifications to the rights of Holders;
), (5) a notices of prepayment; or
), (6), (9), (11) releaseor (12), substitution or sale of property securing repayment inform the City of the Bonds.
occurrence of such event. As soon as reasonably practicable after obtaining knowledge of the occurrence of such event, the City shall, or shall cause the Dissemination Agent to, file in a timely manner, not in excess of ten (c10) business days after the occurrence of any such event, a notice of such occurrence with the MSRB, in an electronic format accompanied by identifying information as prescribed by the MSRB. The Dissemination Agent shall, within one (1) business day after obtaining knowledge of the occurrence of any of any of the events listed in Section 5(a) (2), (7), (8), (10), (13) or (14), inform the City of the occurrence of such event and request that the City promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (d). Whenever the City obtains knowledge of the occurrence of a Listed Eventany event specified in Section 5(a) (2), described in subsection (b7), (8), (10), (13) of this Section 5or (14), the City shall as soon as possible possible, in order to meet the ten (10) business day deadline to file notices required under the Rule and pursuant to the following sentence, determine if such event would be material under applicable federal Federal securities law.
(d) . If the City determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 such event would be material under applicable federal Federal securities law, the City shall, or shall promptly notify cause the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the Repository to, file in a timely manner manner, not more than in excess of ten (10) Business Days business days after the event.
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Eventany such event, the Dissemination Agent shall file a notice of such occurrence with the MSRB, in an electronic format accompanied by identifying information as prescribed by the MSRB.
Appears in 2 contracts
Samples: Continuing Disclosure Agreement, Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant Unless otherwise required by the Securities and Exchange Commission, pursuant to the provisions of this Section 5, the City County shall give, or cause to be given, to the Repositories, notice of the occurrence of any of the following events with respect to the BondsCertificates, in a timely manner not more than in excess of ten (10) Business Days business days after the occurrence of the event:
(1) principal . Principal and interest payment delinquencies;
(2) defeasances. Non-payment related defaults, if material;
(3) tender offers. Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) rating changes. Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) adverse . Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or 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- tax status of the BondsCertificates, or other material events affecting the tax status of the Certificates;
(6) unscheduled draws on 7. Modifications to rights of the debt service reserves reflecting financial difficultiesholders of the Certificates, if material;
(7) unscheduled draws on credit enhancements reflecting financial difficulties8. Certificate calls, if material, and tender offers;
(8) substitution 9. Defeasances;
10. Release, substitution, or sale of credit or liquidity providers or their failure to perform; orproperty securing repayment of the Certificates, if material;
(9) bankruptcy11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment obligated person;
13. The consummation of a receivermerger, fiscal agentconsolidation, or similar officer for the City in a proceeding under the United States Bankruptcy Code acquisition involving an obligated person or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their terminationthe termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
(2) appointment 14. Appointment of a successor or additional trustee trustee, or the change of the name of a trustee;
(3) Non-payment related defaults;
(4) modifications to the rights of Holders;
(5) a notices of prepayment; or
(6) release, substitution or sale of property securing repayment of the Bondsif material.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the City shall as soon as possible determine if such event would be material under applicable federal securities law.
(d) If the City determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities law, the City shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the Repository in a timely manner not more than ten (10) Business Days after the event.
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Reporting of Significant Events. (a) Pursuant to No later than ten (10) Business Days after the provisions occurrence of this Section 5any of the following events, the City Council shall give, or cause to be givengiven to the MSRB, through XXXX:
(1) notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner not more than ten Bonds (10) Business Days after the event:“Occurrence Events”):
(1i) principal and interest payment delinquencies;
(2ii) defeasancesunscheduled draws on debt service reserves reflecting financial difficulties;
(3iii) tender offersunscheduled draws on credit enhancements reflecting financial difficulties;
(4iv) rating changessubstitution of credit or liquidity providers, or their failure to perform;
(5v) adverse tax opinions or opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-5701- TEB) or other material notices or determinations with respect to the tax- tax status of the security or other material events affecting the tax status of the Bonds;
(6vi) unscheduled draws on the debt service reserves reflecting financial difficultiesdefeasances;
(7vii) unscheduled draws on credit enhancements reflecting financial difficultiesrating changes;
(8) substitution of credit or liquidity providers or their failure to performviii) tender offers; or
(9ix) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, Council or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Cityobligated person.
(b2) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:material (“Material Events” and together with the Occurrence Events, “Reportable Events”):
(1i) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their termination;
(2) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) Nonnon-payment related defaults;
(4ii) modifications to the rights of HoldersBond Owners;
(5iii) a notices of prepayment; orXxxx calls (other than mandatory sinking fund redemptions);
(6iv) release, substitution or sale of property securing repayment of the Bonds;
(v) consummation of a merger, consolidation, or acquisition involving an obligated person, or the sale of all or substantially all of the assets of the Council or other obligated person, other than in the ordinary course of business, the entry into 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; or
(vi) appointment of a successor or additional trustee or change of name of a trustee.
(b) The Dissemination Agent shall, within one (1) Business Day of obtaining actual knowledge of the occurrence of any event that it believes may constitute a Reportable Event, contact the Disclosure Representative, inform such person of the event, and request that the Council promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection 5(f). For the purpose of this Disclosure Agreement, “actual knowledge” of the event means knowledge by an officer of the Dissemination Agent with responsibility for matters related to the Bond Resolution or this Disclosure Agreement.
(c) Whenever the City Council obtains knowledge of the occurrence of an event that may constitute a Listed Reportable Event, described in because of a notice from the Dissemination Agent pursuant to subsection (b5(b) of this Section 5or otherwise, the City Council shall as soon as possible determine if such event is a Reportable Event.
(d) If an event is an Occurrence Event or if knowledge of the occurrence of a Material Event would be material under applicable federal securities lawlaws, the Council shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection 5(f).
(de) If in response to a request under subsection 5(b), the City Council determines that knowledge of the occurrence of a Listed event is not an Occurrence Event described in subsection (b) of this Section 5 and would not be material under applicable federal securities lawlaws, the City Council shall promptly so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to the Repository in a timely manner not more than ten (10) Business Days after the eventsubsection 5(f).
(ef) If the Dissemination Agent has been instructed by written notice from the City Council to report the occurrence of a Listed Reportable Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB, via EMMA, with a copy to the Council, the Paying Agent and each Participating Underwriter. Notwithstanding the foregoing, notice of Reportable Events described in subsections (a)(1)(vi) and (a)(2)(iii) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the owners of affected Bonds pursuant to the Bond Resolution.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to This Section 5 shall govern the provisions giving of this Section 5, the City shall give, or cause to be given, notice notices of the occurrence of any of the following listed events with respect to the Bonds, in a timely manner not more than ten (10) Business Days after the event:"Listed Events"):
(1) principal and interest payment delinquencies;
(2) defeasancesnon-payment related defaults, if material;
(3) tender offersunscheduled draws on debt service reserves reflecting financial difficulties;
(4) rating changesunscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers or their failure to perform;
(6) adverse tax opinions or opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-5701- TEB) or other material notices or determinations with respect to the tax- tax status of the Bonds, or other material events affecting the tax status of the Bonds;
(6) unscheduled draws on the debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficultiesmodifications to the rights of Bondholders, if material;
(8) substitution of credit Bond calls (excluding mandatory sinking fund redemptions), if material, or liquidity providers or their failure to perform; ortender offers;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the Bonds, if material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: obligated person;
(13) the appointment consummation of a receivermerger, fiscal agentconsolidation, or similar officer for the City in a proceeding under the United States Bankruptcy Code acquisition involving an obligated person or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their terminationthe termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
(214) appointment of a successor or additional trustee or the change of the name of a trustee, if material;
(315) Non-payment related defaults;incurrence of a financial obligation1 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
(416) modifications to default, event of acceleration, termination event, modification of terms, or other similar events under the rights terms of Holders;a financial obligation of the obligated person, any of which reflect financial difficulties.
(5b) a notices of prepayment; or
The Township shall within seven (67) release, substitution or sale of property securing repayment Business Days of the Bonds.occurrence of any of the Listed Events, notify the Dissemination Agent in writing to report the event pursuant to subsection
(c) Whenever of this Section 5. In determining the City obtains knowledge of the occurrence materiality of a Listed EventEvent specified clauses (2), described in (7), (8), (10), (13), (14) or (15) of subsection (ba) of this Section 5, the City Township may, but shall as soon as possible determine if such event would not be material under applicable federal securities lawrequired to, rely conclusively on an Opinion of Counsel.
(d) If the City determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities law, the City shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the Repository in a timely manner not more than ten (10) Business Days after the event.
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner not more than ten (10) Business Days after the event:
(1) principal and interest payment delinquencies;
(2) defeasances;
(3) tender offers;
(4) rating changes;
(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- status of the Bonds;
(6) unscheduled draws on the debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficulties;
(8) substitution of credit or liquidity providers or their failure to perform; or
(9) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their termination. principal and interest payment delinquencies;
(2) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) Non. non-payment related defaults;
(4) 3. modifications to the rights of HoldersBondholders;
(4. optional, contingent or unscheduled bond calls; 5) a notices . defeasances;
6. rating changes;
7. adverse tax opinions or events adversely affecting the tax-exempt status of prepayment; orthe Bonds;
(6) 8. unscheduled draws on the debt service reserves reflecting financial difficulties;
9. unscheduled draws on credit enhancements reflecting financial difficulties;
10. substitution of credit or liquidity providers, or their failure to perform;
11. release, substitution or sale of property securing repayment of the Bonds.
(b) The Trustee shall, within one (1) Business Day of, or as soon as reasonably practicable after, obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request that the Issuer promptly notify the Trustee in writing whether or not to report the event pursuant to subsection (f). In the absence of such direction, the Trustee shall not report such event unless otherwise required to be reported by the Trustee to the Bondholders under the Indenture. The Trustee may conclusively rely upon such direction (or lack thereof). For purposes of the Disclosure Agreement “actual knowledge” of the occurrence of such Listed Events shall mean actual knowledge by the officer at the Corporate Trust Office of the Trustee with regular responsibility for the administration of matters related to the Indenture. The Trustee shall have no responsibility to determine the materiality of any of the Listed Events.
(c) Whenever the City Issuer obtains knowledge of the occurrence of a Listed Event, described in whether because of a notice from the Trustee pursuant to subsection (b) of this Section 5or otherwise, the City Issuer shall as soon as possible determine if such event would be material under applicable federal securities lawlaws.
(d) If the City determines Issuer has determined that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities lawlaws, the City Issuer shall promptly notify the Dissemination Agent Trustee in writing and writing. Such notice shall instruct the Dissemination Agent Trustee to report the occurrence pursuant to the Repository in a timely manner not more than ten subsection (10) Business Days after the eventf).
(e) If in response to a request under subsection (b), the Dissemination Agent Issuer determines that the Listed Event would not be material under applicable federal securities laws, the Issuer shall so notify the Trustee in writing and instruct the Trustee not to report the occurrence pursuant to subsection (f).
(f) If the Trustee has been instructed by the City Issuer to report the occurrence of a Listed Event, the Dissemination Agent Trustee shall file a notice of such occurrence with the MSRBMunicipal Securities Rulemaking Board and the State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Indenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events Listed Events with respect to the Bonds, which notice shall be given in a timely manner manner, not more than in excess of ten (10) Business Days business days after the eventoccurrence of such Listed Event:
(1) principal Principal and interest payment delinquencies;
(2) defeasancesNon-payment related defaults, if material;
(3) tender offersUnscheduled draws on debt service reserves reflecting financial difficulties;
(4) rating changesUnscheduled draws on credit enhancements reflecting financial difficulties;
(5) adverse Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions or 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- tax status of the Bonds, or other material events affecting the tax status of the Bonds;
(6) unscheduled draws on the debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficultiesModifications to rights of security holders, if material;
(8) substitution of credit or liquidity providers or their failure to perform; orBond calls, if material, and tender offers;
(9) bankruptcyDefeasances;
(10) Release, substitution, or sale of property securing repayment of the securities, if material
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment Obligated Person;
(13) The consummation of a receivermerger, fiscal agentconsolidation, or similar officer for the City in a proceeding under the United States Bankruptcy Code acquisition involving an Obligated Person or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their termination;the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and
(214) appointment Appointment of a successor or additional trustee or the change of the name of a trustee;, if material.
(b) The Dissemination Agent shall, within one (1) business day after obtaining knowledge of the occurrence of any of the events listed in Section 5(a) (1), (3) Non-payment related defaults;
), (4), (5), (6), (9), (11) modifications or (12), inform the City of the occurrence of such event. As soon as reasonably practicable after obtaining knowledge of the occurrence of such event (regardless of whether the source of the information is the Dissemination Agent pursuant to the rights foregoing sentence or another source), the City shall, or shall cause the Dissemination Agent to, file in a timely manner, not in excess of Holders;
ten (510) business days after the occurrence of any such event, a notices notice of prepayment; or
(6) releasesuch occurrence with the MSRB, substitution or sale of property securing repayment of in an electronic format accompanied by identifying information as prescribed by the BondsMSRB.
(c) The Dissemination Agent shall, within one (1) business day after obtaining knowledge of the occurrence of any of any of the events listed in Section 5(a) (2), (7), (8), (10), (13) or (14), inform the City of the occurrence of such event and request that the City promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (d).
(d) Whenever the City obtains knowledge of the occurrence of a Listed Eventany event specified in Section 5(a) (2), described in subsection (b7), (8), (10), (13) of this Section 5or (14), the City shall as soon as possible possible, in order to meet the ten (10) business day deadline to file notices required under the Rule and pursuant to the following sentence, determine if such event would be material under applicable federal Federal securities law.
(d) . If the City determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 such event would be material under applicable federal Federal securities law, the City shall, or shall promptly notify cause the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the Repository to, file in a timely manner manner, not more than in excess of ten (10) Business Days business days after the event.
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Eventany such event, the Dissemination Agent shall file a notice of such occurrence with the MSRB, in an electronic format accompanied by identifying information as prescribed by the MSRB.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant The Authority shall provide, or shall cause the Trustee to provide, in a timely manner to the provisions of this Section 5Repository, the City shall give, or cause to be given, written notice of the occurrence of any of the following events Listed Events with respect to the Series 2018 Bonds, in a timely manner not more than ten (10) Business Days after the event:
(1) principal Principal and interest payment delinquencies;
(2) defeasancesNon-payment related defaults, if material;
(3) tender offersUnscheduled draws on debt service reserves reflecting financial difficulties;
(4) rating changesUnscheduled draws on credit enhancements reflecting financial difficulties;
(5) adverse Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions or 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- tax status of the Series 2018 Bonds;
(6) unscheduled draws on , or other material events affecting the debt service reserves reflecting financial difficultiestax status of the Series 2018 Bonds;
(7) unscheduled draws on credit enhancements reflecting financial difficultiesModifications to rights of Bondholders, if material;
(8) substitution of credit or liquidity providers or their failure to perform; orXxxx calls, if material, and tender offers;
(9) bankruptcyDefeasances;
(10) Release, substitution, or sale of property securing repayment of the Series 2018 Bonds;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment Authority;
(13) The consummation of a receivermerger, fiscal agentconsolidation, or similar officer for acquisition involving the City in a proceeding under the United States Bankruptcy Code Authority or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons Authority, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their termination;the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; or
(214) The appointment of a successor or additional trustee or the change of the name of a trustee;, if material.
(3b) Non-payment related defaults;
(4) modifications The Authority shall provide, or shall cause the Trustee to provide, in a timely manner to the rights Repository, written notice of Holders;
(5) a notices failure of prepayment; or
(6) release, substitution any officer or sale of property securing repayment of other person authorized by the Authority to provide required annual financial information on or before the date specified in this Disclosure Agreement or other written agreement or contract in connection with the Series 2018 Bonds.
(c) The Trustee shall promptly, upon obtaining actual knowledge of the occurrence of any of the Listed Events, contact the applicable Disclosure Representative, inform such person of the event, and request that the Authority promptly notify the Trustee in writing whether or not to report the event pursuant to subsection (f).
(d) Whenever the City Authority obtains knowledge of the occurrence of a Listed Event, described in because of a notice from the Trustee pursuant to subsection (bc) of this Section 5or otherwise, the City Authority shall as soon as possible determine if such event would be material under applicable federal securities lawlaws.
(de) If the City Authority has determined that knowledge of the occurrence of a Listed Event would be material under applicable law, the Authority shall promptly notify the Trustee in writing. Such notice shall instruct the Trustee to report the occurrence pursuant to subsection (g).
(f) If in response to a request under subsection (c), the Authority determines that knowledge the Listed Event would not be material under applicable law, the Authority shall so notify the Trustee in writing and instruct the Trustee not to report the occurrence pursuant to subsection (g).
(g) If the Trustee has been instructed by the Authority to report the occurrence of a Listed Event, the Trustee shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and each Repository with a copy to the Authority. Notwithstanding the foregoing:
(i) notice of the occurrence of a Listed Event described in subsections (a)(1) or (9) above shall be given by the Trustee unless the Authority gives the Trustee affirmative instructions not to disclose such occurrence;
(ii) notice of the occurrence of a Listed Event described in subsection (ba)(11) of this Section 5 would shall be material under applicable federal securities law, given by the City shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence Trustee notwithstanding any instructions to the Repository in a timely manner not more than ten (10) Business Days after contrary by the event.Authority; and
(eiii) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB.Listed Events described in subsections (a)(4) and
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City The Dissemination Agent shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner Bonds not more later than ten (10) Business Days business days after the occurrence of the event:
(1i) principal and interest payment delinquencies;
(2ii) defeasancesunscheduled draws on debt service reserves reflecting financial difficulties;
(3iii) tender offersunscheduled draws on credit enhancements reflecting financial difficulties;
(4iv) rating changessubstitution of credit or liquidity providers, or their failure to perform;
(5v) adverse tax opinions with respect to the tax status of the Tax-Exempt Bonds or the issuance by the Internal Revenue Service of proposed or final determinations determination of taxability, Notices taxability or of a Notice of Proposed Issue (IRS Form 5701-5701 TEB) or other material notices or determinations with respect to the tax- status of the Tax-Exempt Bonds;
(6vi) unscheduled draws on the debt service reserves reflecting financial difficultiestender offers;
(7vii) unscheduled draws on credit enhancements reflecting financial difficultiesdefeasances;
(8) substitution of credit or liquidity providers or their failure to performviii) Rating changes; or
(9ix) bankruptcyBankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.obligated person;
(b) Pursuant to the provisions of this Section 5, the City The Dissemination Agent shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, not later than ten business days after the occurrence of the event:
(1i) mergersunless described in paragraph 5(a)(v), consolidationsadverse tax opinions or other material notices or determinations by the Internal Revenue Service with respect to the tax status of the Tax-Exempt Bonds or other material events affecting the tax status of the Tax-Exempt Bonds;
(ii) modifications to rights of the Owners of the Bonds;
(iii) optional, acquisitionsunscheduled or contingent Bond calls;
(iv) release, substitution or sale of property securing repayment of the Bonds;
(v) non-payment related defaults;
(vi) the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated persons person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their termination;the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; or
(2vii) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) Non-payment related defaults;
(4) modifications to the rights of Holders;
(5) a notices of prepayment; or
(6) release, substitution or sale of property securing repayment of the Bonds.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event, Event described in subsection (bSection 5(b) of this Section 5occurs with respect to the Bonds, the City shall as soon as possible determine if such event would be material under applicable federal securities lawlaws.
(d) If the City determines that knowledge of the occurrence of a Listed Event described in subsection (bSection 5(a) of this occurs, or the City determines that a Listed Event described in Section 5 5(b) would be material under applicable federal securities lawlaws, the City shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the within ten business days of occurrence to the Repository in a timely manner not more than ten (10) Business Days after the event.
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB through the EMMA System in electronic format, accompanied by such identifying information as is prescribed by the MSRB. Notwithstanding the foregoing, notice of the Listed Event described in subsections (a)(vii) or (b)(iii) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Indenture.
(e) The Trustee, if not the Dissemination Agent, shall, within 5 Business Days of obtaining actual knowledge of the occurrence of any of the Listed Events (with no obligation to determine the materiality thereof), contact the City, inform such person of the event, and request that the City promptly notify the Dissemination Agent, or if there is no Dissemination Agent, the Trustee, in writing whether or not to report the event pursuant to paragraph (b). For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the principal corporate trust office of the Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Indenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 56, the City University shall give, or cause to be given, notice of the occurrence of any of the following events Listed Events with respect to the Bonds, Bonds in a timely manner not more than in excess of ten (10) Business Days after the eventoccurrence of the Listed Event:
(1i) principal Principal and interest payment delinquencies;
(2ii) defeasancesNon-payment related defaults, if material;
(3iii) tender offersUnscheduled draws on debt service reserves reflecting financial difficulties;
(4iv) rating changesUnscheduled draws on credit enhancements, if any, reflecting financial difficulties;
(5v) adverse Substitution of credit or liquidity providers, if any, or their failure to perform;
(vi) Adverse tax opinions or 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- tax status of the Bonds, or other material events affecting the tax status of the Bonds;
(6vii) unscheduled draws on Modifications to rights of the debt service reserves reflecting financial difficultiesregistered owners and Beneficial Owners of the Bonds, if material;
(7viii) unscheduled draws on credit enhancements reflecting financial difficultiesBond calls (other than mandatory sinking fund redemption), if material, and tender offers;
(8) substitution of credit or liquidity providers or their failure to perform; orix) Defeasances;
(9x) bankruptcyRelease, substitution or sale of property securing repayment of the Bonds, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment University;
(xiii) The consummation of a receivermerger, fiscal agentconsolidation, or similar officer for acquisition involving the City in a proceeding under the United States Bankruptcy Code University or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons University, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their terminationthe termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
(2xiv) appointment Appointment of a successor or additional trustee or the change of the name of a trustee, if material;
(3xv) Non-payment related defaults;the incurrence of a Financial Obligation of the University, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the University, any of which affect security holders, if material; and
(4) modifications to the rights of Holders;
(5xvi) a notices default, event of prepayment; or
acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the University, any of which reflect financial difficulties. The Listed Events listed in clauses (6i) release, substitution or sale of property securing repayment of through (xiv) above are quoted from the Rule. Not all Listed Events listed above may be applicable to the Bonds.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the City shall as soon as possible determine if such event would be material under applicable federal securities law.
(d) If the City determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities law, the City shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the Repository in a timely manner not more than ten (10) Business Days after the event.
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of upon the occurrence of any of the following events with respect to the 2022 Bonds, in a timely manner NCPA shall give, or cause to be given by so notifying the Dissemination Agent and instructing the Dissemination Agent to give, notice of occurrence of such event not more later than ten (10) Business Days business days after the occurrence of the event, in each case, pursuant to paragraphs (b) and (c) of this Section 5, as applicable:
(1) principal and interest payment delinquencies;
(2) defeasancesnon-payment related defaults, if material;
(3) tender offersunscheduled draws on debt service reserves reflecting financial difficulties;
(4) rating changesunscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions or the issuance by the Internal Revenue Service of a proposed or final determinations determination of taxability, Notices taxability or of a Notice of Proposed Issue (IRS Form 5701-5701 TEB) ), or other material notices or determinations by the Internal Revenue Service with respect to the tax- tax status of the 2022 Bonds or other material events affecting the tax status of the 2022 Bonds;
(6) unscheduled draws on the debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficultiesmodifications to rights of the Holders of the 2022 Bonds, if material;
(8) substitution of credit optional, unscheduled or liquidity providers or their failure to perform; orcontingent 2022 Bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the 2022 Bonds, if material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar proceedingsevent of NCPA or an obligated person (as defined in the Rule) with respect to the 2022 Bonds of which NCPA has actual knowledge;
(13) the consummation of a merger, consolidation, or acquisition involving NCPA or an obligated person (as defined in the Rule) with respect to the 2022 Bonds of which NCPA has actual knowledge or the sale of all or substantially all of the assets of NCPA or any such obligated person, other than in the ordinary course of business, the entry into 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;
(14) appointment of a successor or additional trustee or the change of name of a trustee, if material;
(15) incurrence of a Financial Obligation of NCPA with respect to the Hydroelectric Project, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of NCPA with respect to the Hydroelectric Project, any of which affect Holders of the 2022 Bonds, if material; or
(16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of NCPA with respect to the Hydroelectric Project, any of which reflect financial difficulties. For these purposes, (i) any event described in the immediately preceding paragraph subparagraph (912) of this Section 5(a) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, agent or similar officer for the City an obligated person in a proceeding under the United States U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Cityobligated person, or if such jurisdiction has been assumed by leaving the existing governing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Cityobligated person; and (ii) NCPA intends to comply with the provisions hereof for the Listed Events described in subparagraphs (15) and (16) of this Section 5(a), and the definition of “Financial Obligation” in Section 2, with reference to the Rule, any other applicable federal securities laws and the guidance provided by the Commission in its Release No. 34-83885 dated August 20, 2018 (the “2018 Release”), and any further amendments or written guidance provided by the Commission or its staff with respect to the amendments to the Rule effected by the 2018 Release.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their termination;
(2) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) Non-payment related defaults;
(4) modifications to the rights of Holders;
(5) a notices of prepayment; or
(6) release, substitution or sale of property securing repayment of the Bonds.
(c) Whenever the City NCPA obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the City shall as soon as possible determine if such event would be material under applicable federal securities law.
(d) If the City determines that knowledge of the occurrence of a Listed Event described in subsection paragraph (ba) of this Section 5 would be material under applicable federal securities law5, the City NCPA shall either (i) promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence pursuant to Section 5(c) below or (ii) shall itself file a notice of such occurrence with the Repository in a timely manner not more than ten (10) Business Days after MSRB through the eventEMMA System.
(ec) If the Dissemination Agent has been instructed by the City NCPA to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB through the EMMA System.
(d) Any notice required by this Section 5 to be provided to the MSRB shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. Notwithstanding the foregoing provisions of this Section 5, notice of Listed Events described in subparagraphs (8) and (9) of Section 5(a) above need not be given under this Section 5(d) any earlier than the notice (if any) of the underlying event is given to Bondholders of affected 2022 Bonds pursuant to the Indenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant The Authority shall provide, or shall cause the Trustee to provide, in a timely manner to the provisions of this Section 5Repository, the City shall give, or cause to be given, written notice of the occurrence of any of the following events Listed Events with respect to the Series 2018 Bonds, in a timely manner not more than ten (10) Business Days after the event:
(1) principal Principal and interest payment delinquencies;
(2) defeasancesNon-payment related defaults, if material;
(3) tender offersUnscheduled draws on debt service reserves reflecting financial difficulties;
(4) rating changesUnscheduled draws on credit enhancements reflecting financial difficulties;
(5) adverse Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions or 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- tax status of the Series 2018 Bonds;
(6) unscheduled draws on , or other material events affecting the debt service reserves reflecting financial difficultiestax status of the Series 2018 Bonds;
(7) unscheduled draws on credit enhancements reflecting financial difficultiesModifications to rights of Bondholders, if material;
(8) substitution of credit or liquidity providers or their failure to perform; orBond calls, if material, and tender offers;
(9) bankruptcyDefeasances;
(10) Release, substitution, or sale of property securing repayment of the Series 2018 Bonds;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment Authority;
(13) The consummation of a receivermerger, fiscal agentconsolidation, or similar officer for acquisition involving the City in a proceeding under the United States Bankruptcy Code Authority or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons Authority, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their termination;the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; or
(214) The appointment of a successor or additional trustee or the change of the name of a trustee;, if material.
(3b) Non-payment related defaults;
(4) modifications The Authority shall provide, or shall cause the Trustee to provide, in a timely manner to the rights Repository, written notice of Holders;
(5) a notices failure of prepayment; or
(6) release, substitution any officer or sale of property securing repayment of other person authorized by the Authority to provide required annual financial information on or before the date specified in this Disclosure Agreement or other written agreement or contract in connection with the Series 2018 Bonds.
(c) The Trustee shall promptly, upon obtaining actual knowledge of the occurrence of any of the Listed Events, contact the applicable Disclosure Representative, inform such person of the event, and request that the Authority promptly notify the Trustee in writing whether or not to report the event pursuant to subsection (f).
(d) Whenever the City Authority obtains knowledge of the occurrence of a Listed Event, described in because of a notice from the Trustee pursuant to subsection (bc) of this Section 5or otherwise, the City Authority shall as soon as possible determine if such event would be material under applicable federal securities lawlaws.
(de) If the City Authority has determined that knowledge of the occurrence of a Listed Event would be material under applicable law, the Authority shall promptly notify the Trustee in writing. Such notice shall instruct the Trustee to report the occurrence pursuant to subsection (g).
(f) If in response to a request under subsection (c), the Authority determines that knowledge the Listed Event would not be material under applicable law, the Authority shall so notify the Trustee in writing and instruct the Trustee not to report the occurrence pursuant to subsection (g).
(g) If the Trustee has been instructed by the Authority to report the occurrence of a Listed Event, the Trustee shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and each Repository with a copy to the Authority. Notwithstanding the foregoing:
(i) notice of the occurrence of a Listed Event described in subsections (a)(1) or (9) above shall be given by the Trustee unless the Authority gives the Trustee affirmative instructions not to disclose such occurrence;
(ii) notice of the occurrence of a Listed Event described in subsection (ba)(11) of this Section 5 would shall be material under applicable federal securities law, given by the City shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence Trustee notwithstanding any instructions to the Repository in a timely manner not more than ten (10) Business Days after contrary by the event.Authority; and
(eiii) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB.Listed Events described in subsections (a)(4) and
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to This Section 5 shall govern the provisions giving of this Section 5, the City shall give, or cause to be given, notice notices of the occurrence of any of the following listed events with respect to the Bonds, in a timely manner not more than ten (10) Business Days after the event:"Listed Events"):
(1) principal and interest payment delinquencies;
(2) defeasancesnon-payment related defaults, if material;
(3) tender offersunscheduled draws on debt service reserves reflecting financial difficulties;
(4) rating changesunscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers or their failure to perform;
(6) adverse tax opinions or opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-5701- TEB) or other material notices or determinations with respect to the tax- tax status of the Bonds, or other material events affecting the tax status of the Bonds;
(6) unscheduled draws on the debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficultiesmodifications to the rights of Bondholders, if material;
(8) substitution of credit Bond calls (excluding mandatory sinking fund redemptions), if material, or liquidity providers or their failure to perform; ortender offers;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the Bonds, if material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: obligated person;
(13) the appointment consummation of a receivermerger, fiscal agentconsolidation, or similar officer for the City in a proceeding under the United States Bankruptcy Code acquisition involving an obligated person or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their terminationthe termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
(214) appointment of a successor or additional trustee or the change of the name of a trustee, if material;
(315) Non-payment related defaults;incurrence of a financial obligation1 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
(416) modifications to default, event of acceleration, termination event, modification of terms, or other similar events under the rights terms of Holders;
(5) a notices of prepayment; or
(6) release, substitution or sale of property securing repayment financial obligation of the Bondsobligated person, any of which reflect financial difficulties.
(cb) Whenever the City obtains knowledge The Township shall within seven (7) Business Days of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the City shall as soon as possible determine if such event would be material under applicable federal securities law.
(d) If the City determines that knowledge any of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities lawEvents, the City shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence event pursuant to the Repository in a timely manner not more than ten (10) Business Days after the event.subsection
(ec) If of this Section 5. In determining the Dissemination Agent has been instructed by the City to report the occurrence materiality of a Listed EventEvent specified clauses (2), the Dissemination Agent shall file a notice of such occurrence with the MSRB.(7), (8),
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City The Dissemination Agent shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner Bonds not more later than ten (10) Business Days business days after the occurrence of the event:
(1i) principal and interest payment delinquencies;
(2ii) defeasancesunscheduled draws on debt service reserves reflecting financial difficulties;
(3iii) tender offersunscheduled draws on credit enhancements reflecting financial difficulties;
(4iv) rating changessubstitution of credit or liquidity providers, or their failure to perform;
(5v) adverse tax opinions with respect to the tax status of the Tax- Exempt Bonds or the issuance by the Internal Revenue Service of proposed or final determinations determination of taxability, Notices taxability or of a Notice of Proposed Issue (IRS Form 5701-5701 TEB) or other material notices or determinations with respect to the tax- status of the Tax-Exempt Bonds;
(6vi) unscheduled draws on the debt service reserves reflecting financial difficultiestender offers;
(7vii) unscheduled draws on credit enhancements reflecting financial difficultiesdefeasances;
(8) substitution of credit or liquidity providers or their failure to performviii) Rating changes; or
(9ix) bankruptcyBankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.obligated person;
(b) Pursuant to the provisions of this Section 5, the City The Dissemination Agent shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, not later than ten business days after the occurrence of the event:
(1i) mergersunless described in paragraph 5(a)(v), consolidationsadverse tax opinions or other material notices or determinations by the Internal Revenue Service with respect to the tax status of the Tax-Exempt Bonds or other material events affecting the tax status of the Tax-Exempt Bonds;
(ii) modifications to rights of the Owners of the Bonds;
(iii) optional, acquisitionsunscheduled or contingent Bond calls;
(iv) release, substitution or sale of property securing repayment of the
(v) non-payment related defaults;
(vi) the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated persons person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or their termination;the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; or
(2vii) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) Non-payment related defaults;
(4) modifications to the rights of Holders;
(5) a notices of prepayment; or
(6) release, substitution or sale of property securing repayment of the Bonds.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event, Event described in subsection (bSection 5(b) of this Section 5occurs with respect to the Bonds, the City shall as soon as possible determine if such event would be material under applicable federal securities lawlaws.
(d) If the City determines that knowledge of the occurrence of a Listed Event described in subsection (bSection 5(a) of this occurs, or the City determines that a Listed Event described in Section 5 5(b) would be material under applicable federal securities lawlaws, the City shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the within ten business days of occurrence to the Repository in a timely manner not more than ten (10) Business Days after the event.
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB through the EMMA System in electronic format, accompanied by such identifying information as is prescribed by the MSRB. Notwithstanding the foregoing, notice of the Listed Event described in subsections (a)(vii) or (b)(iii) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Indenture.
(e) The Trustee, if not the Dissemination Agent, shall, within 5 Business Days of obtaining actual knowledge of the occurrence of any of the Listed Events (with no obligation to determine the materiality thereof), contact the City, inform such person of the event, and request that the City promptly notify the Dissemination Agent, or if there is no Dissemination Agent, the Trustee, in writing whether or not to report the event pursuant to paragraph (b). For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the principal corporate trust office of the Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Indenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2010 Bonds, in a timely manner not more than ten (10) Business Days after the eventif material:
(1i) principal and interest payment delinquencies;
(2ii) non-payment related defaults;
(iii) modifications to rights of the Owners;
(iv) optional, contingent or unscheduled 2010 Bond calls;
(v) defeasances;
(3) tender offers;
(4vi) rating changes;
(5vii) adverse tax opinions or events affecting the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701tax-TEB) or other material notices or determinations with respect to the tax- exempt status of the Series 2010A Bonds;
(6viii) unscheduled draws on the debt service reserves reflecting financial difficulties;
(7ix) unscheduled draws on the credit enhancements reflecting financial difficulties;
(8) x) substitution of the credit or liquidity providers or their failure to perform; or
(9) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their termination;
(2) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) Non-payment related defaults;
(4) modifications to the rights of Holders;
(5) a notices of prepayment; or
(6xi) release, substitution or sale of property securing repayment of the 2010 Bonds.
(cb) Whenever the City obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the City shall as soon as possible determine if such event would be material under applicable federal securities lawlaws.
(dc) If the City determines has determined that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities lawlaws, the City shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (e).
(d) If the City has determined that the Listed Event would not be material under applicable federal securities laws, the City shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to the Repository in a timely manner not more than ten subsection (10) Business Days after the evente).
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(iv) and (v) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected 2010 Bonds pursuant to the Indenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (ai) Pursuant to the provisions of this Section 5clause (d), the City Trustee shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 1999C and D Bonds, in a timely manner not more than ten (10) Business Days after the eventif material:
(1) principal Principal and interest payment delinquencies;:
(2) defeasancesNon-payment related defaults;
(3) tender offers;
(4) rating changes;
(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- status of the Bonds;
(6) unscheduled Unscheduled draws on the debt service reserves reflecting financial difficulties;
(74) unscheduled Unscheduled draws on credit enhancements enhancement reflecting financial difficulties;
(8) substitution 5) Substitution of credit or liquidity providers providers, or their failure to perform; or;
(6) Adverse tax opinions or events affecting the tax-exempt status of the 1999C and D Bonds;
(7) Modifications to rights of security holders;
(8) Bond calls (but not scheduled redemptions of 1999C and D Bonds from sinking funds);
(9) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their terminationDefeasances;
(210) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) Non-payment related defaults;
(4) modifications to the rights of Holders;
(5) a notices of prepayment; or
(6) releaseRelease, substitution or sale of property securing repayment of the 1999C and D Bonds;
(11) Rating changes.
(cii) The Trustee shall, within five (5) Business Days of obtaining actual knowledge of the occurrence of any of the Listed Events (except events listed in subclauses (i)(1), (8) or (9)), contact the Issuer and FWC’s representative designated by written notice to the Trustee (the “FWC Representative”), inform them of the event, and request that FWC promptly notify the Issuer and the Trustee in writing whether or not to report the event pursuant to subclause (vi) below.
(iii) Whenever the City FWC obtains knowledge of the occurrence of a Listed Event, described in subsection because of a notice from the Trustee pursuant to subclause (bii) of this Section 5immediately above or otherwise, the City FWC shall as soon as possible determine if whether such event would constitute material information for Owners and Beneficial Owners of the 1999C Bonds or the 1999 D Bonds, as the case may be; provided, however, that any event under subclause (i)(11) will always be deemed to be material. FWC may consult with representatives of the Issuer and its consultants, counsel and advisors as to whether any Listed Event constitutes material under applicable federal securities lawinformation for Owners and Beneficial Owners of the 1999C Bonds or the 1999D Bonds, as the case may be, and reflects financial difficulty, if appropriate.
(div) If the City determines FWC has determined that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities lawmaterial, the City FWC shall promptly notify the Dissemination Agent Issuer and the Trustee in writing and writing. Such notice shall instruct the Dissemination Agent Trustee to report the occurrence pursuant to the Repository in a timely manner not more than ten subclause (10) Business Days after the eventvi).
(ev) If in response to a request under subclause (ii), FWC determines that the Listed Event would not be material, FWC shall so notify the Issuer and the Trustee in writing, giving the reason that the Listed Event is not material, and shall instruct the Trustee not to report the occurrence pursuant to subclause (vi) below.
(vi) If the Trustee (or the Dissemination Agent Agent, if not the Trustee) has been instructed by the City FWC to report the occurrence of a Listed Event, the Dissemination Agent Trustee shall file a notice of such occurrence with the MSRBMunicipal Securities Rulemaking Board and each State Repository with a copy to the Issuer and FWC. Notwithstanding the foregoing, notice of Listed Events described in subclauses (i)(8) and (9) need not be given under this subsection any earlier than the notice (if any) that the underlying event is given to Owners of affected Bonds pursuant to the Second Amended Indenture.
Appears in 1 contract
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner not more than ten (10) Business Days after the event:
(1) principal and interest payment delinquencies;
(2) defeasances;
(3) tender offers;
(4) rating changes;
(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- status of the Bonds;
(6) unscheduled draws on the debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficulties;
(8) substitution of credit or liquidity providers or their failure to perform; or
(9) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding default under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the CityIndenture, or if such jurisdiction has been assumed by leaving the existing governing body material, and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, to the Dissemination Agent:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their terminationi. principal and interest payment delinquencies;
(2) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) Nonii. non-payment related defaults;
(4) iii. modifications to the rights of Holdersthe holders of the Bonds;
(5) a notices iv. xxxx calls, except for scheduled mandatory redemptions not otherwise contingent upon the occurrence of prepaymentan event; orv. defeasances;
(6) vi. rating changes;
vii. adverse tax opinions or events affecting the tax-exempt status of any of the Bonds;
viii. unscheduled draws on debt service reserves reflecting financial difficulties;
ix. unscheduled draws on any credit enhancement reflecting financial difficulties;
x. substitution of credit or liquidity providers, or their failure to perform; and
xi. release, substitution substitution, or sale of property securing repayment of the Bonds.
(cb) Whenever the City Issuer or University obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the City it shall as soon as possible determine if such event would be material under applicable federal securities lawlaws; provided, that any event described in subsection (a)(vi) above shall always be material.
(dc) If the City determines Issuer or University has determined that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities lawlaws, the City it shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (e) below.
(d) If the Issuer or University determines that the occurrence of the Listed Event would not be material under applicable federal securities laws, it shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to the Repository in a timely manner not more than ten subsection (10e) Business Days after the eventbelow.
(e) If the Dissemination Agent has been instructed by the City Issuer or University to report the occurrence of a Listed Event, the Dissemination Agent shall file a the notice of such occurrence as prepared by the Issuer or University with XXXX. Notwithstanding the MSRBforegoing, notice of Listed Events described in subsections (a)(iv) and (v) need not be given under this subsection any earlier than the date on which the notice (if any) of the underlying event is given to the holders of affected Bonds pursuant to the Indenture.
Appears in 1 contract
Samples: Continuing Disclosure Undertaking
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner not more than ten (10) Business Days after the event:
(1) principal and interest payment delinquencies;
(2) defeasances;
(3) tender offers;
(4) rating changes;
(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- status of the Bonds;
(6) unscheduled draws on the debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficulties;
(8) substitution of credit or liquidity providers or their failure to perform; or
(9) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(b) Pursuant to the provisions of this Section 5, the City County shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their termination. Principal and interest payment delinquencies;
(2) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) . Non-payment related defaults;
(3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4) modifications . Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of HoldersBond holders;
(5) a notices of prepayment; or8. Unscheduled or contingent Bond calls;
(6) release9. Defeasances;
10. Release, substitution substitution, or sale of property securing repayment of the Bonds;
11. Rating changes.
(b) The Trustee shall, within one (1) Business Day or as soon as reasonably practicable thereafter of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request that the County promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (f) and promptly direct the Trustee whether or not to report such event to the Holders. In the absence of such direction, the Trustee shall not report such event unless otherwise required to be reported by the Trustee to the Holders under the Trust Agreement. The Trustee may conclusively rely upon such direction (or lack thereof). For purposes of this Disclosure Agreement, “actual knowledge” of the occurrence of such Listed Events shall mean actual knowledge by the officer at the corporate trust office of the Trustee with regular responsibility for the administration of matters related to the Trust Agreement. The Trustee shall have no responsibility to determine the materiality of any of the Listed Events.
(c) Whenever the City County obtains knowledge of the occurrence of a Listed Event, described in whether because of a notice from the Trustee pursuant to subsection (b) of this Section 5or otherwise, the City County shall as soon as possible determine if such event would be material under applicable federal securities lawlaws.
(d) If the City County determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities lawlaws, the City County shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f).
(e) If in response to a request under subsection (b), the County determines that the Listed Event would not be material under applicable federal securities laws, the County shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence to the Repository in a timely manner not more than ten (10) Business Days after the eventoccurrence.
(ef) If the Dissemination Agent has been instructed by the City County to report the occurrence of a Listed Event, the Dissemination Agent shall file a written notice of such occurrence with the MSRB in electronic format, accompanied by such identifying information as is prescribed by the MSRB. Notwithstanding the foregoing, notice of the Listed Event described in subsection (a)(8) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Trust Agreement.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
