Reporting of Significant Events. (a) Pursuant to this Section each Community College District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to its Note or the Note Participations, in a timely manner not in excess of 10 Business Days after the occurrence of the event, pursuant to subsection (g) hereto: (i) principal and interest payment delinquencies. (ii) tender offers. (iii) defeasances. (iv) rating changes. (v) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, or Notices of Proposed Issue (IRS Form 5701-TEB). (vi) unscheduled draws on the debt service reserves reflecting financial difficulties. difficulties. (vii) unscheduled draws on credit enhancement reflecting financial perform. (viii) substitution of the credit or liquidity providers or their failure to (ix) bankruptcy, insolvency, receivership or similar event of the Community College District. For the purposes of the event identified in this Section 11.03(a)(ix), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Community College District in a proceeding under the 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 Community College District, or if such jurisdiction has been assumed by leaving the existing 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 or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Community College District. (x) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation, any of which reflect financial difficulties. (b) Pursuant to the provisions of this Section 11.03(b), each Community College District shall give, or cause to be given, notice of the occurrence of any of the following events, in a timely manner not in excess of 10 Business Days following the occurrence thereof, with respect to its Note or the Note Participations, if material: (i) non-payment related defaults. (ii) modifications to rights of Noteholders. (iii) optional, contingent or unscheduled bond calls. (iv) unless described under Section 11.03(a)(v) above, material notices or determinations with respect to the tax status of the Notes or the Note Participations, or other material events affecting the tax status thereof. (v) release, substitution or sale of property securing repayment of the Notes, if any. (vi) the consummation of a merger, consolidation, or acquisition involving a Community College District District or the sale of all or substantially all of the assets thereof, 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. (vii) Appointment of a successor or additional Trustee with respect to the Note Participations or the change of name of such a trustee. (viii) incurrence of a Financial Obligation or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation, any of which affect Noteholders. (c) The Trustee shall, within three (3) Business Days of obtaining actual knowledge of the occurrence of any of the Listed Events in Section 11.03(b), without making any determination as to materiality, contact the applicable Disclosure Representative or Representatives, inform such person of the event, and request that the applicable Community College District or Community College Districts promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (g) of this Section. For purposes of this Disclosure Agreement, “actual knowledge” of such Listed Events shall mean knowledge by an officer of the Trustee at the Designated Office of the Trustee with regular responsibility for matters related to the Trust Agreement and Note Participations. (d) Whenever any Community College District obtains knowledge of the occurrence of a Listed Event under Section 11.03(b), whether because of a notice from the Trustee pursuant to subsection (c) or otherwise, such Community College District shall as soon as possible determine if such event would be material under applicable federal securities laws. (e) If any Community College District has determined that knowledge of the occurrence of a Listed Event under Section 11.03(b) would be material under applicable federal securities laws, such Community College District shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (g). (f) If in response to a request under subsection (c), the applicable Community College District determines that the Listed Event under Section 11.03(b) would not be material under applicable federal securities laws, such Community College District shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (g). (g) If the Dissemination Agent has been instructed by any Community College District to report the occurrence of a Listed Event under either Section 11.03(a) or 11.03(b), the Dissemination Agent shall file a notice of such occurrence with the Repository. Notwithstanding the foregoing, notice of Listed Events described in clauses 11.03(a)(iii) or 11.03(b)(iii) shall not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Note Participations pursuant to this Trust Agreement unless otherwise directed by the Community College Districts in writing.
Appears in 1 contract
Samples: Trust Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section each Section, the Community College Facilities District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to its Note or the Note Participations, Series 2016 Bonds in a timely manner not in excess of 10 Business Days later than ten business days after the occurrence of the event, pursuant to subsection (g) hereto:
(i) principal Principal and interest payment delinquencies.
(ii) tender offersUnscheduled draws on debt service reserves reflecting financial difficulties.
(iii) defeasancesUnscheduled draws on credit enhancements reflecting financial difficulties.
(iv) rating changesSubstitution of credit or liquidity providers, or their failure to perform.
(v) adverse Adverse tax opinions, the opinions or issuance by the Internal Revenue Service of proposed or final determinations determination of taxability, taxability or Notices of a Notice of Proposed Issue (IRS Form 5701-5701 TEB).
(vi) unscheduled draws on the debt service reserves reflecting financial difficulties. difficultiesTender offers.
(vii) unscheduled draws on credit enhancement reflecting financial performDefeasances.
(viii) substitution of the credit or liquidity providers or their failure toRating changes.
(ix) bankruptcyBankruptcy, insolvency, receivership or similar event of the Community College Facilities District. For the purposes of the event identified in this Section 11.03(a)(ixparagraph (ix), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Community College District an obligated person in a proceeding under the 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 Community College Facilities District, or if such jurisdiction has been assumed by leaving the existing 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 or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Community College Facilities District.
(x) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation, any of which reflect financial difficulties.
(b) Pursuant to the provisions of this Section 11.03(b)Section, each the Community College Facilities District shall give, or cause to be given, notice of the occurrence of any of the following eventsevents with respect to the Series 2016 Bonds, if material, in a timely manner not in excess of 10 Business Days following later than ten business days after the occurrence thereof, with respect to its Note or of the Note Participations, if materialevent:
(i) non-payment related defaults.
Unless described in paragraph (iiv) modifications to rights of Noteholders.
subsection (iiia) optional, contingent or unscheduled bond calls.
(iv) unless described under Section 11.03(a)(v) aboveof this Section, material notices or determinations by the Internal Revenue Service with respect to the tax status of the Notes or the Note Participations, Series 2016 Bonds or other material events affecting the tax status thereofof the Series 2016 Bonds.
(vii) releaseModifications to rights of holders of the Series 2016 Bonds.
(iii) Optional, substitution unscheduled or contingent Series 2016 Bond calls.
(iv) Release, substitution, or sale of property securing repayment of the Notes, if anySeries 2016 Bonds.
(v) Non-payment related defaults.
(vi) the The consummation of a merger, consolidation, or acquisition involving a an Community College District Facilities District or the sale of all or substantially all of the assets thereof, of the Community Facilities District 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.
(vii) Appointment of a successor or additional Trustee with respect to the Note Participations or the change of name of such a trustee.
(viii) incurrence of a Financial Obligation or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation, any of which affect NoteholdersTrustee.
(c) The Trustee shall, within three (3) Business Days one business day of obtaining actual knowledge of the occurrence of any of the Listed Events in Section 11.03(b), without making any determination as to materialityEvents, contact the applicable Disclosure Representative or Representatives, and inform such person of the event, and request that . The Trustee shall have no responsibility for determining the applicable Community College District or Community College Districts promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (g) materiality of this Section. For purposes of this Disclosure Agreement, “actual knowledge” of any such Listed Events shall mean knowledge by an officer Event or whether any such Listed Event is reflective of the Trustee at the Designated Office of the Trustee with regular responsibility for matters related to the Trust Agreement and Note Participationsfinancial difficulties.
(d) Whenever any the Community College Facilities District obtains knowledge of the occurrence of a Listed Event under Section 11.03(b), whether because of a notice from the Trustee pursuant to described in subsection (cb) or otherwiseof this Section, such the Community College Facilities District shall as soon as possible determine if such event would be material under applicable federal Federal securities lawslaw.
(e) If any Whenever the Community College Facilities District has determined that obtains knowledge of the occurrence of a Listed Event under described in subsection (a) of this Section, or determines that knowledge of a Listed Event described in subsection (b) of this Section 11.03(b) would be material under applicable federal Federal securities lawslaw, such the Community College Facilities District shall, or shall promptly notify cause the Dissemination Agent in writing. Such to, file a notice shall instruct the Dissemination Agent to report of the occurrence pursuant to subsection (g)of such Listed Event with the MSRB, within ten business days of such occurrence.
(f) If in response to a request under subsection (c), the applicable Community College District determines that the Listed Event under Section 11.03(b) would not be material under applicable federal securities laws, such Community College District shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (g).
(g) If the Dissemination Agent has been instructed by any Community College District to report the occurrence of a Listed Event under either Section 11.03(a) or 11.03(b), the Dissemination Agent shall file a notice of such occurrence with the Repository. Notwithstanding the foregoing, notice of Listed Events described in clauses 11.03(a)(iiiparagraph (vii) or 11.03(b)(iiiof subsection (a) shall of this Section and (iii) of subsection (a) of this Section need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners holders of affected Note Participations Series 2016 Bonds pursuant to this Trust Agreement unless otherwise directed by the Community College Districts in writingIndenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section each Section, the Community College Facilities District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to its Note or the Note Participations, Series 2018 Bonds in a timely manner not in excess of 10 Business Days later than ten business days after the occurrence of the event, pursuant to subsection (g) hereto:
(i) principal Principal and interest payment delinquencies.
(ii) tender offersUnscheduled draws on debt service reserves reflecting financial difficulties.
(iii) defeasancesUnscheduled draws on credit enhancements reflecting financial difficulties.
(iv) rating changesSubstitution of credit or liquidity providers, or their failure to perform.
(v) adverse Adverse tax opinions, the opinions or issuance by the Internal Revenue Service of proposed or final determinations determination of taxability, taxability or Notices of a Notice of Proposed Issue (IRS Form 5701-5701 TEB).
(vi) unscheduled draws on the debt service reserves reflecting financial difficulties. difficultiesTender offers.
(vii) unscheduled draws on credit enhancement reflecting financial performDefeasances.
(viii) substitution of the credit or liquidity providers or their failure toRating changes.
(ix) bankruptcyBankruptcy, insolvency, receivership or similar event of the Community College Facilities District. For the purposes of the event identified in this Section 11.03(a)(ixparagraph (ix), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Community College Facilities District in a proceeding under the 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 Community College Facilities District, or if such jurisdiction has been assumed by leaving the existing 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 or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Community College Facilities District.
(x) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation, any of which reflect financial difficulties.
(b) Pursuant to the provisions of this Section 11.03(b)Section, each the Community College Facilities District shall give, or cause to be given, notice of the occurrence of any of the following eventsevents with respect to the Series 2018 Bonds, if material, in a timely manner not in excess of 10 Business Days following later than ten business days after the occurrence thereof, with respect to its Note or of the Note Participations, if materialevent:
(i) non-payment related defaults.
Unless described in paragraph (iiv) modifications to rights of Noteholders.
subsection (iiia) optional, contingent or unscheduled bond calls.
(iv) unless described under Section 11.03(a)(v) aboveof this Section, material notices or determinations by the Internal Revenue Service with respect to the tax status of the Notes or the Note Participations, Series 2018 Bonds or other material events affecting the tax status thereofof the Series 2018 Bonds.
(vii) releaseModifications to rights of holders of the Series 2018 Bonds.
(iii) Optional, substitution unscheduled or contingent Series 2018 Bond calls.
(iv) Release, substitution, or sale of property securing repayment of the Notes, if anySeries 2018 Bonds.
(v) Non-payment related defaults.
(vi) the The consummation of a merger, consolidation, or acquisition involving a the Community College District Facilities District or the sale of all or substantially all of the assets thereof, of the Community Facilities District 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.
(vii) Appointment of a successor or additional Trustee with respect to the Note Participations or the change of name of such a trustee.
(viii) incurrence of a Financial Obligation or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation, any of which affect NoteholdersTrustee.
(c) The Trustee shall, within three (3) Business Days one business day of obtaining actual knowledge of the occurrence of any of the Listed Events in Section 11.03(b), without making any determination as to materialityEvents, contact the applicable Disclosure Representative or Representatives, and inform such person of the event, and request that the applicable Community College District or Community College Districts promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (g) of this Section. For purposes of this Disclosure Agreement, “actual knowledge” of such Listed Events shall mean knowledge by an officer of the Trustee at the Designated Office of the Trustee with regular responsibility for matters related to the Trust Agreement and Note Participations.
(d) Whenever any the Community College Facilities District obtains knowledge of the occurrence of a Listed Event under Section 11.03(b), whether because of a notice from the Trustee pursuant to described in subsection (cb) or otherwiseof this Section, such the Community College Facilities District shall as soon as possible determine if such event would be material under applicable federal Federal securities lawslaw.
(e) If any Whenever the Community College Facilities District has determined that obtains knowledge of the occurrence of a Listed Event under described in subsection (a) of this Section, or determines that knowledge of a Listed Event described in subsection (b) of this Section 11.03(b) would be material under applicable federal Federal securities lawslaw, such the Community College Facilities District shall, or shall promptly notify cause the Dissemination Agent in writing. Such to, file a notice shall instruct the Dissemination Agent to report of the occurrence pursuant to subsection (g)of such Listed Event with the MSRB, within ten business days of such occurrence.
(f) If in response to a request under subsection (c), the applicable Community College District determines that the Listed Event under Section 11.03(b) would not be material under applicable federal securities laws, such Community College District shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (g).
(g) If the Dissemination Agent has been instructed by any Community College District to report the occurrence of a Listed Event under either Section 11.03(a) or 11.03(b), the Dissemination Agent shall file a notice of such occurrence with the Repository. Notwithstanding the foregoing, notice of Listed Events described in clauses 11.03(a)(iiiparagraph (iii) or 11.03(b)(iiiof subsection (b) shall of this Section need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners holders of affected Note Participations Series 2018 Bonds pursuant to this Trust Agreement unless otherwise directed by the Community College Districts in writingIndenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section each Community College 7, the District shall give, or cause to be given, given in a timely manner not in excess of ten business days after the occurrence of the event to the MSRB or other Repository notice of the occurrence of any of the following events with respect to its Note or the Note Participations, in a timely manner not in excess of 10 Business Days after the occurrence of the event, pursuant to subsection (g) hereto:Listed Events set
(i) Delinquency in payment when due of any principal and or interest payment delinquencies.on the
(ii) tender offers.Amendment to the Indenture or this Disclosure Agreement modifying the
(iii) defeasancesGiving a notice of optional or unscheduled redemption of any Bonds.
(iv) rating changesDefeasance of the Bonds or any portion thereof.
(v) adverse Any change in any rating of the Bonds.*
(vi) Adverse tax opinionsopinions or events affecting the tax-exempt status of the Bonds, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, or Notices of Proposed Issue (IRS Form From 5701-TEB).
(vi) unscheduled draws on or other material notices or determinations with respect to the debt service reserves reflecting financial difficulties. difficultiestax status of the Bonds.
(vii) Any unscheduled draws draw on credit enhancement the Debt Service Reserve Fund reflecting financial performdifficulties.
(viii) Any unscheduled draw on credit enhancements reflecting financial difficulties.**
(ix) The release, substitution or sale of property securing repayment of the Bonds (including property leased, mortgaged or pledged as such security). The sale of any real property owned by Developer within the District in the ordinary course of the Developer's respective business shall not be a Listed Event for purposes of the foregoing.
(x) The substitution of the credit or liquidity providers or their failure toto perform.**
(ixxi) bankruptcyBankruptcy, insolvency, receivership or similar event of the Community College District. For the purposes of the event identified in this Section 11.03(a)(ix), the event District or any Obligated Person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Community College District or any Obligated Person in a proceeding under the 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 Community College DistrictDistrict or any Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental governing body and * Note: The Bonds are not rated. ** Note: There are currently no credit or liquidity providers for the Bonds. 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 Community College DistrictDistrict or any Obligated Person).
(xxii) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation, any of which reflect financial difficulties.
(b) Pursuant to the provisions of this Section 11.03(b), each Community College District shall give, or cause to be given, notice of the occurrence of any of the following events, in a timely manner not in excess of 10 Business Days following the occurrence thereof, with respect to its Note or the Note Participations, if material:
(i) non-payment related defaults.
(ii) modifications to rights of Noteholders.
(iii) optional, contingent or unscheduled bond calls.
(iv) unless described under Section 11.03(a)(v) above, material notices or determinations with respect to the tax status of the Notes or the Note Participations, or other material events affecting the tax status thereof.
(v) release, substitution or sale of property securing repayment of the Notes, if any.
(vi) the consummation Consummation of a merger, consolidation, or acquisition involving a Community College the District District or any Obligated Person or the sale of all or substantially all of the assets thereofof the District or any 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.
(viixiii) Appointment of a successor or additional Trustee with respect to the Note Participations or the change of name of such a trusteethe Trustee, if material.
(viiixiv) incurrence Occurrence of a Financial Obligation or agreement to covenants, events any Event of default, remedies, priority rights, or Default under the Indenture (other similar terms of a Financial Obligation, any of which affect Noteholdersthan as described in clause (i) above).
(cxv) Tender Offers.
(xvi) Failure to provide the Annual Report as required under this Disclosure Agreement and/or a Developer Report that contains, in all material respects, the information required under Section 5(b) of this Disclosure Agreement, which failure shall, in all cases, be deemed material under federal securities laws.
(b) The Trustee District shall, within three (3) in a timely manner not in excess of ten Business Days of obtaining actual knowledge of after the occurrence of any of the Listed Events in Section 11.03(b)Event, without making any determination as to materiality, contact the applicable Disclosure Representative or Representatives, inform such person of the event, and request that the applicable Community College District or Community College Districts promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (g) of this Section. For purposes of this Disclosure Agreement, “actual knowledge” of such Listed Events shall mean knowledge by an officer Event and the Dissemination Agent is hereby directed to immediately file a notice of the Trustee at occurrence of such Listed Event with the Designated Office of Repository or the Trustee with regular responsibility for matters related to the Trust Agreement and Note ParticipationsMSRB.
(dc) Whenever any Community College So long as the Developer is an Obligated Person with respect to the Bonds, the Developer shall notify the District obtains knowledge of the occurrence of a Listed Event under Section 11.03(b), whether because of a notice from the Trustee pursuant to subsection described in subsections (ca)(xi) or otherwise, such Community College (xii) above within five (5) Business Days after the occurrence of the Listed Event so as to enable the District shall as soon as possible determine if such event would be material to comply with its obligations under applicable federal securities lawsthis Section 7.
(e) If any Community College District has determined that knowledge of the occurrence of a Listed Event under Section 11.03(b) would be material under applicable federal securities laws, such Community College District shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (g).
(f) If in response to a request under subsection (c), the applicable Community College District determines that the Listed Event under Section 11.03(b) would not be material under applicable federal securities laws, such Community College District shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (g).
(gd) If the Dissemination Agent has been instructed in writing by any Community College the District to report file notice of the occurrence of a Listed Event under either Section 11.03(a) or 11.03(b)is otherwise authorized by this Disclosure Agreement to file such notice, the Dissemination Agent shall immediately file a notice of such occurrence Listed Event with the RepositoryRepository or the MSRB, provided, the Dissemination Agent shall not be required to file notice of the Developer's failure to provide the Developer Report referenced in subsection (a)(xvi) above earlier than the time for filing such notice as set forth in Section 6(d) of this Disclosure Agreement. The notice shall be substantially in the form of Exhibit A to this Disclosure Agreement. Notwithstanding the foregoing, notice of the occurrence of a Listed Events Event described in clauses 11.03(a)(iiisubsections (a)(i), (iii) or 11.03(b)(iii(iv) above shall not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Note Participations pursuant to this Trust Agreement unless otherwise directed by the Community College Districts in writingDissemination Agent unless the District gives the Dissemination Agent affirmative instructions not to disclose such occurrence.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. (a) Pursuant to the provisions of this Section each Section, the Community College Facilities District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to its Note or the Note Participations, Series 2020 Bonds in a timely manner not in excess of 10 Business Days later than ten business days after the occurrence of the event, pursuant to subsection (g) hereto:
(i) principal Principal and interest payment delinquencies.
(ii) tender offersUnscheduled draws on debt service reserves reflecting financial difficulties.
(iii) defeasancesUnscheduled draws on credit enhancements reflecting financial difficulties.
(iv) rating changesSubstitution of credit or liquidity providers, or their failure to perform.
(v) adverse Adverse tax opinions, the opinions or issuance by the Internal Revenue Service of proposed or final determinations determination of taxability, taxability or Notices of a Notice of Proposed Issue (IRS Form 5701-5701 TEB).
(vi) unscheduled draws on the debt service reserves reflecting financial difficulties. difficultiesTender offers.
(vii) unscheduled draws on credit enhancement reflecting financial performDefeasances.
(viii) substitution of the credit or liquidity providers or their failure toRating changes.
(ix) bankruptcyBankruptcy, insolvency, receivership or similar event of the Community College Facilities District.
(x) Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a Financial Obligation, any of which reflect financial difficulties. For the purposes of the event identified in paragraph (ix) of this Section 11.03(a)(ix)subsection, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Community College Facilities District in a proceeding under the 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 Community College Facilities District, or if such jurisdiction has been assumed by leaving the existing 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 or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Community College Facilities District.
(x) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation, any of which reflect financial difficulties.
(b) Pursuant to the provisions of this Section 11.03(b)Section, each the Community College Facilities District shall give, or cause to be given, notice of the occurrence of any of the following eventsevents with respect to the Series 2020 Bonds, if material, in a timely manner not in excess of 10 Business Days following later than ten business days after the occurrence thereof, with respect to its Note or of the Note Participations, if materialevent:
(i) non-payment related defaults.
Unless described in paragraph (iiv) modifications to rights of Noteholders.
subsection (iiia) optional, contingent or unscheduled bond calls.
(iv) unless described under Section 11.03(a)(v) aboveof this Section, material notices or determinations by the Internal Revenue Service with respect to the tax status of the Notes or the Note Participations, Series 2020 Bonds or other material events affecting the tax status thereofof the Series 2020 Bonds.
(vii) releaseModifications to rights of holders of the Series 2020 Bonds.
(iii) Series 2020 Bond calls.
(iv) Release, substitution substitution, or sale of property securing repayment of the Notes, if anySeries 2020 Bonds.
(v) Non-payment related defaults.
(vi) the The consummation of a merger, consolidation, or acquisition involving a the Community College District Facilities District or the sale of all or substantially all of the assets thereof, of the Community Facilities District 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.
(vii) Appointment of a successor or additional Trustee with respect to the Note Participations or the change of name of such a trusteeTrustee.
(viii) incurrence Incurrence of a Financial Obligation Obligation, or agreement to covenants, events of default, remedies, priority rights, rights or other similar terms of a Financial Obligation, any of which affect Noteholdersholders of the Series 2020 Bonds.
(c) The Trustee shall, within three (3) Business Days one business day of obtaining actual knowledge of the occurrence of any of the Listed Events in Section 11.03(b), without making any determination as to materialityEvents, contact the applicable Disclosure Representative or Representatives, and inform such person of the event, and request that the applicable Community College District or Community College Districts promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (g) of this Section. For purposes of this Disclosure Agreement, “actual knowledge” of such Listed Events shall mean knowledge by an officer of the Trustee at the Designated Office of the Trustee with regular responsibility for matters related to the Trust Agreement and Note Participations.
(d) Whenever any the Community College Facilities District obtains knowledge of the occurrence of a Listed Event under Section 11.03(b), whether because of a notice from the Trustee pursuant to described in subsection (cb) or otherwiseof this Section, such the Community College Facilities District shall as soon as possible determine if such event would be material under applicable federal Federal securities lawslaw.
(e) If any Whenever the Community College Facilities District has determined that obtains knowledge of the occurrence of a Listed Event under described in subsection (a) of this Section, or determines that knowledge of a Listed Event described in subsection (b) of this Section 11.03(b) would be material under applicable federal Federal securities lawslaw, such the Community College Facilities District shall, or shall promptly notify cause the Dissemination Agent in writing. Such to, file a notice shall instruct the Dissemination Agent to report of the occurrence pursuant to subsection (g)of such Listed Event with the MSRB, within ten business days of such occurrence.
(f) If in response to a request under subsection (c), the applicable Community College District determines that the Listed Event under Section 11.03(b) would not be material under applicable federal securities laws, such Community College District shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (g).
(g) If the Dissemination Agent has been instructed by any Community College District to report the occurrence of a Listed Event under either Section 11.03(a) or 11.03(b), the Dissemination Agent shall file a notice of such occurrence with the Repository. Notwithstanding the foregoing, notice of Listed Events described in clauses 11.03(a)(iiiparagraph (iii) or 11.03(b)(iiiof subsection (b) shall of this Section need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners holders of affected Note Participations Series 2020 Bonds pursuant to this Trust Agreement unless otherwise directed by the Community College Districts in writingIndenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement