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(2) In a timely manner, not in excess of 10 business days, to the MSRB through EMMA, <br />notice of the occurrence of any of the following events (each a "Material Fact," as <br />hereinafter defined): <br />(A) Principal and interest payment delinquencies; <br />(B) Non-payment related defaults, if material; <br />(C) Unscheduled draws on debt service reserves reflecting financial difficulties; <br />(D) Unscheduled draws on credit enhancements reflecting financial difficulties; <br />(E) Substitution of credit or liquidity providers, or their failure to perform; <br />(F) 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 Bonds, or other material events affecting the <br />tax status of the Bonds; <br />(G) Modifications to rights of security holders, if material; <br />(H) Bond calls, if material, and tender offers; <br />(I) Defeasances; <br />(J) Release, substitution, or sale of property securing repayment of the <br />securities, if material; <br />(K) Rating changes; <br />(L) Bankruptcy, insolvency, receivership or similar event of the City; <br />(M) The consummation of a merger, consolidation, or acquisition involving an <br />obligated person or the sale of all or substantially all of the assets of the <br />obligated person, other than in the ordinary course of business, the entry <br />into a definitive agreement to undertake such an action or the termination <br />of a definitive agreement relating to any such actions, other than pursuant <br />to its terms, if material; and <br />(N) Appointment of a successor or additional paying agent or the change of <br />name of a paying agent, if material. <br />(0) Incurrence of a financial obligation of the obligated person, if material, or <br />agreement to covenants, events of default, remedies, priority rights, or other <br />similar terms of a financial obligation of the obligated person, any of which <br />affect security holders, if material; and <br />(P) Default, event of acceleration, termination event, modification of terms, or <br />other similar events under the terms of a financial obligation of the obligated <br />person, any of which reflect financial difficulties. <br />For purposes of the events identified in paragraphs (0) and (P) above, the term "financial <br />obligation" means (i) a debt obligation; (ii) a derivative instrument entered into in connection with, <br />or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a <br />guarantee of (i) or (ii). The term "financial obligation" shall not include municipal securities as to <br />which a final official statement has been provided to the MSRB consistent with the Rule. <br />As used herein, for those events that must be reported if material, a "Material Fact' is a <br />fact as to which a substantial likelihood exists that a reasonably prudent investor would attach <br />importance thereto in deciding to buy, hold or sell the Bonds or, if not disclosed, would <br />significantly alter the total information otherwise available to an investor from the Official <br />4876-8449-2315\4 13 <br />