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receiver, fiscal agent or similar officer for the Owner or the Issuer in a proceeding under the U.S.
<br /> Bankruptcy Code or in any other proceeding under state or federal law in which a court or
<br /> governmental authority has assumed jurisdiction over substantially all of the assets or business of
<br /> the Owner or the Issuer, or if such jurisdiction has been assumed by leaving the existing
<br /> governing body and officials or officers in possession but subject to the supervision and orders of
<br /> a court or governmental authority, or the entry of an order confirming a plan of reorganization,
<br /> arrangement or liquidation by a court or governmental authority having supervision or
<br /> jurisdiction over substantially all of the assets or business of the Owner or the Issuer;
<br /> (14) The consummation of a merger, consolidation, or acquisition involving the
<br /> Owner or the sale of all or substantially all of the assets of the Owner, other than in the ordinary
<br /> course of business, the entry into a definitive agreement to undertake such an action or the
<br /> termination of a definitive agreement relating to any such actions, other than pursuant to its terms,
<br /> if material;
<br /> (15) Appointment of a successor or additional trustee or the change of name of a
<br /> trustee, if material;
<br /> (16) Incurrence of a financial obligation of the issuer or obligated person, if material,
<br /> or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a
<br /> financial obligation of the issuer or obligated person, any of which affect security holders, if
<br /> material; and
<br /> (17) Default, event of acceleration, termination event, modification of terms, or other
<br /> similar events under the terms of the financial obligation of the issuer or obligated person, any of
<br /> which reflect financial difficulties.
<br /> For purposes of the above, "financial obligation" means: (i) a debt obligation; (ii) a derivative
<br /> instrument entered into in connection with, or pledged as security or a source of payment for, an existing
<br /> or planned debt obligation; or(iii)a guarantee of(i)or(ii).
<br /> (b) The Trustee shall, within two business days after obtaining actual knowledge of the
<br /> occurrence of any of the Listed Events (except events listed in clauses (a)(1),(8), (10) or (15) — (17) in
<br /> which case the Trustee shall notify the Dissemination Agent and the Owner) contact the Disclosure
<br /> Representative, inform such person of the event, and request that the Owner promptly notify the
<br /> Dissemination Agent in writing to report the event pursuant to subsection (f). For purposes of this
<br /> Disclosure Agreement, "actual knowledge" of such Listed Events shall mean knowledge by an officer of
<br /> the Trustee at its designated office with responsibility for matters related to the Indenture.
<br /> (c) Whenever the Owner obtains knowledge of the occurrence of a Listed Event in clauses
<br /> (a)(2), (6), (7), (9), (11), (14), or(15)—(17), because of a notice from the Trustee pursuant to subsection
<br /> (b) or otherwise, the Owner shall within five business days determine if such event would constitute
<br /> material information, within the meaning of such term under federal securities laws, for Holders of
<br /> Bonds,provided, however,that any other Listed Event will always be deemed to be material.
<br /> (d) If the Owner has determined that knowledge of the occurrence of a Listed Event would
<br /> be material, or if such Listed Event is otherwise deemed to be material pursuant to subsection (c) above
<br /> (in each case, a "Material Listed Event"), the Owner shall promptly notify the Dissemination Agent in
<br /> writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to
<br /> subsection(f).
<br /> C-4
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