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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;
(xiv) Appointment of a successor or additional trustee or paying agent or the change of
the name of a trustee or paying agent, if material;
(xv) Incurrence of a Financial Obligation of the Borrower, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the Borrower, any of which affect security holders, if material; and
(xvi) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Borrower, any of which reflect
financial difficulties.
(b) Whenever the Borrower obtains knowledge of the occurrence of a potential Material Event,
the Borrower shall, within five (5) Business Days of obtaining such knowledge and in any event no more
than seven (7) Business Days after the occurrence of such event, determine if such event is in fact a Material
Event that is required by the Rule to be disclosed and provide the Dissemination Agent with notice and
instructions pursuant to subsections (c) or (d) below, as applicable.
(c) If the Borrower has determined that a Material Event is required to be disclosed, then the
Borrower shall prepare a written notice describing the Material Event and provide the same to the
Dissemination Agent along with instructions to file the same pursuant to subsection (e) below.
(d) If the Borrower determines that an event is not required to be disclosed as a Material Event
then the Borrower shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent
not to report the occurrence pursuant to subsection (e) below.
(e) If the Dissemination Agent has been provided with a written notice describing a Material
Event pursuant to subsection (c) of this Section, and is instructed by the Borrower to report the occurrence
of such Material Event, the Dissemination Agent shall, within three (3) Business Days of its receipt of such
written notice, and no more than ten (10) Business Days after the occurrence of the Material Event, provided
that the Borrower has complied with the notice requirements set forth in subsection (b), file the notice with
the MSRB and send a copy to the Borrower. The foregoing notwithstanding, (i) the Borrower is solely
responsible for instructing the Dissemination Agent to provide notice to the MSRB no more than ten (10)
Business Days after the occurrence of a Material Event; and (ii) notice of a Material Event described in
subsections (a)(viii) and (ix) need not be given under this subsection any earlier than when the notice (if
any) of the underlying event is given to the Holders of affected Bonds pursuant to the Indenture.
Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing
Disclosure Agreement, the Borrower and the Dissemination Agent may amend this Continuing Disclosure
Agreement (and the Dissemination Agent will agree to any amendment so requested by the Borrower unless
such amendment adversely affects its rights, duties, protections, immunities, or indemnities) and any
provision of this Continuing Disclosure Agreement may be waived, provided that the following conditions
are satisfied:
(a) If the amendment or waiver relates to the provisions described under paragraph (a) under
“Provision of Annual Reports,” “Contents of Annual Reports” or paragraph (a) under “Reporting of
Material Events,” it may only be made in connection with a change in circumstances that arises from a
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