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<br />D-4 <br />(6) Adverse tax opinions, the issuance by the Internal Revenue Service of <br />proposed or final determinations of taxability, Notices of Proposed Issue <br />(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 />(7) Modifications to rights of security holders, if material. <br /> <br />(8) Bond calls, if material, and tender offers. <br /> <br />(9) Defeasances. <br /> <br />(10) Release, substitution, or sale of property securing repayment of the <br />securities, if material. <br /> <br />(11) Rating changes. <br /> <br />(12) Bankruptcy, insolvency, receivership or similar event of the Successor <br />Agency or other obligated person. <br /> <br />(13) The consummation of a merger, consolidation, or acquisition involving the <br />Successor Agency or an obligated person, or the sale of all or <br />substantially all of the assets of the Successor Agency or an obligated <br />person (other than in the ordinary course of business), the entry into a <br />definitive agreement to undertake such an action, or the termination of a <br />definitive agreement relating to any such actions, other than pursuant to <br />its terms, if material. <br /> <br />(14) Appointment of a successor or additional trustee or the change of name <br />of a trustee, if material. <br /> <br />(b) Whenever the Successor Agency obtains knowledge of the occurrence of a <br />Listed Event, the Successor Agency shall, or shall cause the Dissemination Agent (if not the <br />Successor Agency) to, file a notice of such occurrence with the MSRB, in an electronic format <br />as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the <br />occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events <br />described in subsections (a)(8) and (9) above need not be given under this subsection any <br />earlier than the notice (if any) of the underlying event is given to holders of affected Bonds <br />under the Indenture. <br /> <br />(c) The Successor Agency acknowledges that the events described in <br />subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), and (a)(14) of <br />this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the <br />qualifier "material" with respect to certain notices, determinations or other events affecting the <br />tax status of the Bonds. The Successor Agency shall cause a notice to be filed as set forth in <br />paragraph (b) above with respect to any such event only to the extent that it determines the <br />event’s occurrence is material for purposes of U.S. federal securities law. Whenever the <br />Successor Agency obtains knowledge of the occurrence of any of these Listed Events, the <br />Successor Agency will as soon as possible determine if such event would be material under <br />applicable federal securities law. If such event is determined to be material, the Successor <br />Agency will cause a notice to be filed as set forth in paragraph (b) above. <br />177