Current Report 8k Sec (Page 9 of 22) in pdf

1. A registrant has no obligation to disclose information under this Item 2.03 until the registrant enters into an agreement enforceable

against the registrant, whether or not subject to conditions, under which the direct ﬁ nancial obligation will arise or be created or issued.

If there is no such agreement, the registrant must provide the disclosure within four business days after the occurrence of the closing or

settlement of the transaction or arrangement under which the direct ﬁ nancial obligation arises or is created.

2. A registrant must provide the disclosure required by paragraph (b) of this Item 2.03 whether or not the registrant is also a party to the

transaction or agreement creating the contingent obligation arising under the off-balance sheet arrangement. In the event that neither the

registrant nor any afﬁ liate of the registrant is also a party to the transaction or agreement creating the contingent obligation arising under

the off-balance sheet arrangement in question, the four business day period for reporting the event under this Item 2.03 shall begin on

the earlier of (i) the fourth business day after the contingent obligation is created or arises, and (ii) the day on which an executive ofﬁ cer,

as deﬁ ned in 17 CFR 240.3b-7, of the registrant becomes aware of the contingent obligation.

3. In the event that an agreement, transaction or arrangement requiring disclosure under this Item 2.03 comprises a facility, program or

similar arrangement that creates or may give rise to direct ﬁ nancial obligations of the registrant in connection with multiple transactions,

the registrant shall:

(i) disclose the entering into of the facility, program or similar arrangement if the entering into of the facility is material to the

registrant; and

(ii) as direct ﬁ nancial obligations arise or are created under the facility or program, disclose the required information under this

Item 2.03 to the extent that the obligations are material to the registrant (including when a series of previously undisclosed individually

immaterial obligations become material in the aggregate).

4. For purposes of Item 2.03(b)(3), the maximum amount of future payments shall not be reduced by the effect of any amounts that may

possibly be recovered by the registrant under recourse or collateralization provisions in any guarantee agreement, transaction or arrangement.

5. If the obligation required to be disclosed under this Item 2.03 is a security, or a term of a security, that has been or will be sold pursuant

to an effective registration statement of the registrant, the registrant is not required to ﬁ le a Form 8-K pursuant to this Item 2.03, provided

that the prospectus relating to that sale contains the information required by this Item 2.03 and is ﬁ led within the required time period

under Securities Act Rule 424 (§230.424 of this chapter).

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance

Sheet Arrangement.

(a) If a triggering event causing the increase or acceleration of a direct ﬁ nancial obligation of the registrant occurs and the consequences

of the event, taking into account those described in paragraph (a)(4) of this Item 2.04, are material to the registrant, disclose the following

information:

(1) the date of the triggering event and a brief description of the agreement or transaction under which the direct ﬁ nancial obligation

was created and is increased or accelerated;

(2) a brief description of the triggering event;

(3) the amount of the direct ﬁ nancial obligation, as increased if applicable, and the terms of payment or acceleration that apply; and

(4) any other material obligations of the registrant that may arise, increase, be accelerated or become direct ﬁ nancial obligations as

a result of the triggering event or the increase or acceleration of the direct ﬁ nancial obligation.

(b) If a triggering event occurs causing an obligation of the registrant under an off-balance sheet arrangement to increase or be

accelerated, or causing a contingent obligation of the registrant under an off-balance sheet arrangement to become a direct ﬁ nancial

obligation of the registrant, and the consequences of the event, taking into account those described in paragraph (b)(4) of this Item 2.04,

are material to the registrant, disclose the following information:

(1) the date of the triggering event and a brief description of the off-balance sheet arrangement;

(2) a brief description of the triggering event;

(3) the nature and amount of the obligation, as increased if applicable, and the terms of payment or acceleration that apply; and

(4) any other material obligations of the registrant that may arise, increase, be accelerated or become direct ﬁ nancial obligations as

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