Current Report 8k Sec (Page 10 of 22) in pdf

a result of the triggering event or the increase or acceleration of the obligation under the off-balance sheet arrangement or its becoming

a direct ﬁ nancial obligation of the registrant.

(c) For purposes of this Item 2.04, the term direct ﬁ nancial obligation has the meaning provided in Item 2.03 of this form, but

shall also include an obligation arising out of an off-balance sheet arrangement that is accrued under FASB ASC Section 450-20-25,

Contingencies - Loss Contingencies - Recognition.

(d) For purposes of this Item 2.04, the term off-balance sheet arrangement has the meaning provided in Item 2.03 of this form.

(e) For purposes of this Item 2.04, a triggering event is an event, including an event of default, event of acceleration or similar

event, as a result of which a direct ﬁ nancial obligation of the registrant or an obligation of the registrant arising under an off-balance

sheet arrangement is increased or becomes accelerated or as a result of which a contingent obligation of the registrant arising out of an

off-balance sheet arrangement becomes a direct ﬁ nancial obligation of the registrant.

Instructions.

1. Disclosure is required if a triggering event occurs in respect of an obligation of the registrant under an off-balance sheet arrangement

and the consequences are material to the registrant, whether or not the registrant is also a party to the transaction or agreement under

which the triggering event occurs.

2. No disclosure is required under this Item 2.04 unless and until a triggering event has occurred in accordance with the terms of the relevant

agreement, transaction or arrangement, including, if required, the sending to the registrant of notice of the occurrence of a triggering

event pursuant to the terms of the agreement, transaction or arrangement and the satisfaction of all conditions to such occurrence, except

the passage of time.

3. No disclosure is required solely by reason of this Item 2.04 if the registrant believes in good faith that no triggering event has occurred,

unless the registrant has received a notice described in Instruction 2 to this Item 2.04.

4. Where a registrant is subject to an obligation arising out of an off-balance sheet arrangement, whether or not disclosed pursuant to Item

2.03 of this form, if a triggering event occurs as a result of which under that obligation an accrual for a probable loss is required under

FASB ASC Section 450-20-25, the obligation arising out of the off-balance sheet arrangement becomes a direct ﬁ nancial obligation as

deﬁ ned in this Item 2.04. In that situation, if the consequences as determined under Item 2.04(b) are material to the registrant, disclosure

is required under this Item 2.04.

5. With respect to asset-backed securities, as deﬁ ned in 17 CFR 229.1101, disclosure also is required under this Item 2.04 if an early

amortization, performance trigger or other event, including an event of default, has occurred under the transaction agreements for the

asset-backed securities that would materially alter the payment priority or distribution of cash ﬂ ows regarding the asset-backed securities

or the amortization schedule for the asset-backed securities. In providing the disclosure required by this Item, identify the changes to the

payment priorities, ﬂ ow of funds or asset-backed securities as a result. Disclosure is required under this Item whether or not the registrant

is a party to the transaction agreement that results in the occurrence identiﬁ ed.

Item 2.05 Costs Associated with Exit or Disposal Activities.

If the registrant’s board of directors, a committee of the board of directors or the ofﬁ cer or ofﬁ cers of the registrant authorized to take

such action if board action is not required, commits the registrant to an exit or disposal plan, or otherwise disposes of a long-lived asset

or terminates employees under a plan of termination described in FASB ASC paragraph 420-10-25-4 (Exit or Disposal Cost Obligations

Topic), under which material charges will be incurred under generally accepted accounting principles applicable to the registrant, disclose

the following information:

(a) the date of the commitment to the course of action and a description of the course of action, including the facts and circumstances

leading to the expected action and the expected completion date;

(b) for each major type of cost associated with the course of action (for example, one-time termination beneﬁ ts, contract termination

costs and other associated costs), an estimate of the total amount or range of amounts expected to be incurred in connection with the

action;

(d) the registrant’s estimate of the amount or range of amounts of the charge that will result in future cash expenditures,

provided, however, that if the registrant determines that at the time of ﬁ ling it is unable in good faith to make a determination of an estimate

required by paragraphs (b), (c) or (d) of this Item 2.05, no disclosure of such estimate shall be required; provided further, however, that

in any such event, the registrant shall ﬁ le an amended report on Form 8-K under this Item 2.05 within four business days after it makes

a determination of such an estimate or range of estimates.

Current Report 8k Sec Page 10

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