Ordinance 3211-11 - Laserfiche WebLink

• Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax-exempt status of the security, or other material or events affecting the tax-exempt status of the Bonds; • Modifications to the rights of Bond owners if material; • Optional, contingent or unscheduled Bond calls other than scheduled sinking fund redemptions for which notice is given pursuant to Exchange Act Release 34-23856, if material, and tender offers; • Defeasances; • Release, substitution or sale of property securing the repayment of the Bonds if material; • Rating changes; • Bankruptcy, insolvency, receivership or similar event of the City; • The consummation of a merger, consolidation, or acquisition of the City or the sale of all or substantially all of the assets of the City, 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 to undertake such an action, other than pursuant to its terms, if material; and • Appointment of a successor or additional trustee or the change of name of the trustee, if material. Solely for purposes of information, but without intending to modify this undertaking, the City advises that there is no property securing the repayment of the Bonds. The City shall promptly determine whether the events described above are material. The City agrees to provide or cause to be provided, in a timely manner to the MSRB notice of its failure to provide the annual financial information described above on or prior to the date set forth above. Until otherwise designated by the MSRB or the Commission, any information or notices submitted to the MSRB in compliance with the Rule are to be submitted through the MSRB's Electronic Municipal Market Access system ("EMMA"), currently located at www.emma.msrb.org. All notices, financial information and operating data required by this undertaking to be provided to the MSRB must be in an electronic format as prescribed by the MSRB. All documents provided to the MSRB pursuant to this undertaking must be accompanied by identifying information as prescribed by the MSRB. The City's obligations to provide annual financial information and notices of material events shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. Any provision of this Undertaking shall be null and void if the City (1) obtains an opinion of nationally recognized bond counsel to the effect that the portion of the Rule that requires that provision is invalid, has been repealed retroactively or otherwise does not apply to the Bonds and (2) notifies the MSRB of such opinion and the cancellation of this Undertaking. The City may amend this Undertaking with an opinion of nationally recognized bond counsel in accordance with the Rule. In the event of any amendment of this Undertaking, the -2- P:120287 CM'M20287 97S 0303/11