Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the 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. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. 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 Bond holders; 8. Unscheduled or contingent Bond calls; 9. Defeasances; 10. Release, 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 County obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the County shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the County determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the 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. (f) If the Dissemination Agent has been instructed by the 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
Reporting of Significant Events. (ai) Pursuant to the provisions of this Section 5clause (d), the County 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, if material:
(1. ) Principal and interest payment delinquencies;:
(2. ) Non-payment related defaults;
(3. ) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4. ) Unscheduled draws on credit enhancements enhancement 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 1999C and D Bonds;
(7. ) Modifications to rights of Bond security holders;
8. Unscheduled or contingent (8) Bond callscalls (but not scheduled redemptions of 1999C and D Bonds from sinking funds);
(9. ) Defeasances;
(10. ) Release, substitution, substitution or sale of property securing repayment of the 1999C and D Bonds;
(11. ) Rating changes.
(bii) The Trustee shall, within one five (15) Business Day or as soon as reasonably practicable thereafter Days of obtaining actual knowledge of the occurrence of any of the Listed EventsEvents (except events listed in subclauses (i)(1), (8) or (9)), contact the Disclosure Issuer and FWC’s representative designated by written notice to the Trustee (the “FWC Representative”), inform such person them of the event, and request that the County FWC promptly notify the Dissemination Agent Issuer and the Trustee in writing whether or not to report the event pursuant to subsection subclause (fvi) 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 Eventsbelow.
(ciii) Whenever the County FWC obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Trustee pursuant to subsection subclause (bii) immediately above or otherwise, the County 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 lawsinformation 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 County determines FWC has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities lawsmaterial, the County FWC shall promptly notify the Dissemination Agent Issuer and the Trustee in writing. Such notice shall instruct the Dissemination Agent Trustee to report the occurrence pursuant to subsection subclause (fvi).
(ev) If in response to a request under subsection subclause (bii), the County FWC determines that the Listed Event would not be material under applicable federal securities lawsmaterial, the County FWC shall so notify the Dissemination Agent Issuer and the Trustee in writing writing, giving the reason that the Listed Event is not material, and shall instruct the Dissemination Agent Trustee not to report the occurrenceoccurrence pursuant to subclause (vi) below.
(fvi) If the Trustee (or the Dissemination Agent Agent, if not the Trustee) has been instructed by the County FWC to report the occurrence of a Listed Event, the Dissemination Agent Trustee shall file a written notice of such occurrence with the MSRB in electronic format, accompanied by such identifying information as is prescribed by Municipal Securities Rulemaking Board and each State Repository with a copy to the MSRBIssuer and FWC. Notwithstanding the foregoing, notice of the Listed Event Events described in subsection subclauses (a)(8i)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of that the underlying event is given to Holders Owners of affected Bonds pursuant to the Trust AgreementSecond Amended Indenture.
Appears in 1 contract
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 County 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, if material:
(1. ) Principal and interest payment delinquencies;
(2. ) Non-payment related defaults, if material;
(3. ) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4. ) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5. ) Substitution of credit or liquidity providers, or their failure to perform;
(6. ) Adverse tax opinions opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2018 Bonds, or other material events affecting the tax-exempt tax status of the Series 2018 Bonds;
(7. ) Modifications to rights of Bond holdersBondholders, if material;
8. Unscheduled or contingent (8) Bond calls, if material, and tender offers;
(9. ) Defeasances;
(10. ) Release, substitution, or sale of property securing repayment of the Series 2018 Bonds;
(11. ) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the Authority;
(13) The consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of the assets of the Authority, 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; or
(14) The appointment of a successor or additional trustee or the change of name of a trustee, if material.
(b) The Authority shall provide, or shall cause the Trustee shallto provide, within one in a timely manner to the Repository, written notice of a failure of any officer or 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.
(1c) Business Day or as soon as reasonably practicable thereafter of 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 County Authority promptly notify the Dissemination Agent Trustee 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.
(cd) Whenever the County Authority obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Trustee pursuant to subsection (bc) or otherwise, the County Authority shall as soon as possible determine if such event would be material under applicable federal securities laws.
(de) If the County determines Authority has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities lawslaw, the County Authority shall promptly notify the Dissemination Agent Trustee in writing. Such notice shall instruct the Dissemination Agent Trustee to report the occurrence pursuant to subsection (fg).
(ef) If in response to a request under subsection (bc), the County Authority determines that the Listed Event would not be material under applicable federal securities lawslaw, the County Authority shall so notify the Dissemination Agent Trustee in writing and instruct the Dissemination Agent Trustee not to report the occurrenceoccurrence pursuant to subsection (g).
(fg) If the Dissemination Agent Trustee has been instructed by the County Authority to report the occurrence of a Listed Event, the Dissemination Agent Trustee shall file a written notice of such occurrence with the MSRB in electronic format, accompanied by such identifying information as is prescribed by Municipal Securities Rulemaking Board and each Repository with a copy to the MSRBAuthority. 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 (a)(8a)(11) need not shall be given under this subsection by the Trustee notwithstanding any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant instructions to the Trust Agreement.contrary by the Authority; and
(iii) notice of 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 County 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. Principal principal and interest payment delinquencies;
2. Nonnon-payment related defaults;
3. Unscheduled modifications to rights of Bondholders;
4. optional, contingent or unscheduled bond calls; 5. defeasances;
6. rating changes;
7. adverse tax opinions or events adversely affecting the tax-exempt status of the Bonds;
8. unscheduled draws on the debt service reserves reflecting financial difficulties;
49. Unscheduled unscheduled draws on credit enhancements reflecting financial difficulties;
510. Substitution substitution of credit or liquidity providers, or their failure to perform;
611. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of Bond holders;
8. Unscheduled or contingent Bond calls;
9. Defeasances;
10. Releaserelease, substitution, substitution or sale of property securing repayment of the Bonds;
11. Rating changes.
(b) The Trustee shall, within one (1) Business Day of, or as soon as reasonably practicable thereafter of 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 County Issuer promptly notify the Dissemination Agent Trustee 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 Bondholders under the Trust AgreementIndenture. The Trustee may conclusively rely upon such direction (or lack thereof). For purposes of this the Disclosure Agreement, Agreement “actual knowledge” of the occurrence of such Listed Events shall mean actual knowledge by the officer at the corporate trust office Corporate Trust Office of the Trustee with regular responsibility for the administration of matters related to the Trust AgreementIndenture. The Trustee shall have no responsibility to determine the materiality of any of the Listed Events.
(c) Whenever the County Issuer obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the County Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws.
(d) If the County determines Issuer has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the County Issuer shall promptly notify the Dissemination Agent Trustee in writing. Such notice shall instruct the Dissemination Agent Trustee to report the occurrence pursuant to subsection (f).
(e) If in response to a request under subsection (b), the County Issuer determines that the Listed Event would not be material under applicable federal securities laws, the County Issuer shall so notify the Dissemination Agent Trustee in writing and instruct the Dissemination Agent Trustee not to report the occurrenceoccurrence pursuant to subsection (f).
(f) If the Dissemination Agent Trustee has been instructed by the County Issuer to report the occurrence of a Listed Event, the Dissemination Agent Trustee shall file a written notice of such occurrence with the MSRB in electronic format, accompanied by such identifying information as is prescribed by Municipal Securities Rulemaking Board and the MSRBState Repository. Notwithstanding the foregoing, notice of the Listed Event Events described in subsection subsections (a)(8a)(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 Trust AgreementIndenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the County Issuer shall give, or cause to be given, notice of the occurrence of any default under the Indenture, if material, and of any of the following events with respect to the Bonds, if material, to the Dissemination Agent:
1. Principal i. principal and interest payment delinquencies;
2ii. Nonnon-payment related defaults;
3iii. Unscheduled modifications to rights of the holders of the Bonds;
iv. xxxx calls, except for scheduled mandatory redemptions not otherwise contingent upon the occurrence of an event; v. defeasances;
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;
4ix. Unscheduled unscheduled draws on any credit enhancements enhancement reflecting financial difficulties;
5. Substitution x. substitution of credit or liquidity providers, or their failure to perform;; and
6xi. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of Bond holders;
8. Unscheduled or contingent Bond calls;
9. Defeasances;
10. Releaserelease, 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 County Issuer or University obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the County it shall as soon as possible determine if such event would be material under applicable federal securities laws; provided, that any event described in subsection (a)(vi) above shall always be material.
(dc) If the County determines Issuer or University has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the County it shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f)e) below.
(ed) If in response to a request under subsection (b), the County Issuer or University determines that the occurrence of the Listed Event would not be material under applicable federal securities laws, the County it shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrenceoccurrence pursuant to subsection (e) below.
(fe) If the Dissemination Agent has been instructed by the County Issuer or University to report the occurrence of a Listed Event, the Dissemination Agent shall file a written the notice of such occurrence with the MSRB in electronic format, accompanied by such identifying information as is prescribed prepared by the MSRBIssuer or University with XXXX. Notwithstanding the foregoing, notice of the Listed Event Events described in subsection subsections (a)(8a)(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 Holders the holders of affected Bonds pursuant to the Trust AgreementIndenture.
Appears in 1 contract
Samples: Continuing Disclosure Undertaking