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<br />D–4 <br /> <br />(vi) Adverse tax opinions, the issuance by the Internal Revenue <br />Service of proposed or final determinations of taxability, Notices of Proposed <br />Issue (IRS Form 5701–TEB) or other material notices or determinations with <br /> respect to the tax status of the security, or other material events affecting <br /> the tax status of the security; <br /> <br />(vii) Modifications to rights of security holders, if material; <br /> <br />(viii) Bond calls, if material, and tender offers; <br /> <br />(ix) Defeasances; <br /> <br />(x) Release, substitution, or sale of property securing repayment of <br />the securities, if material; <br /> <br />(xi) Rating changes; <br /> <br />(xii) Bankruptcy, insolvency, receivership or similar event of the City or <br /> other obligated person; <br /> <br />(xiii) The consummation of a merger, consolidation, or <br />acquisition involving the City or an obligated person, or the sale of all or <br />substantially all of the assets of the City or an obligated person (other <br />than in the ordinary course of business), the entry into a definitive <br />agreement to undertake such an action, or the termination of a definitive <br />agreement relating to any such actions, other than pursuant to its terms, if <br />material; and <br /> <br />(xiv) Appointment of a successor or additional trustee or the <br />change of name of a trustee, if material. <br /> <br /> (b) Whenever the City obtains knowledge of the occurrence of a Significant <br />Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of <br />such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely <br />manner not in excess of 10 business days after the occurrence of the Significant Event. <br />Notwithstanding the foregoing, notice of Significant Events described in subsections (a)(viii) and <br />(ix) above need not be given under this subsection any earlier than the notice (if any) of the <br />underlying event is given to holders of affected Bonds under the Indenture. <br /> <br /> (c) The City acknowledges that the events described in subparagraphs (a)(ii), <br />(a)(vii), (a)(viii) (if the event is a bond call), (a)(x), (a)(xiii), and (a)(xiv) of this Section 5 contain <br />the qualifier “if material.” The City shall cause a notice to be filed as set forth in paragraph (b) <br />above with respect to any such event only to the extent that the City determines the event’s <br />occurrence is material for purposes of U.S. federal securities law. <br /> <br /> (d) For purposes of this Disclosure Certificate, any event described in <br />paragraph (a)(xii) above is considered to occur when any of the following occur: the <br />appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the <br />United States Bankruptcy Code or in any other proceeding under state or federal law in which a <br />court or governmental authority has assumed jurisdiction over substantially all of the assets or