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pursuant to the terms of this Agreement and/or the SIB Loan Agreements and no such member <br />shall be charged personally by a Participant, the Authority, and/or the Department with any <br />liability, or be held liable under any term or provision of this Agreement or the SIB Loan <br />Agreements, or because of execution or attempted execution, or because of any breach or <br />attempted or alleged breach, of this Agreement and/or the SIB Loan Agreements. <br />SECTION 25: The Department Third Party Beneficiary. Given that the ability to repay <br />the SIB Loan Agreements and the Authority's costs of the Project rests solely with each of the <br />Participants, the parties hereto recognize and agree that the Department may proceed directly <br />against any Participant to enforce the Department's rights pursuant to the SIB Loan Agreements <br />and to pursue any remedy pursuant to the SIB Loan Agreements. <br />SECTION 26: Continuin� Disclosure Undertakin�. <br />A. Definitions. <br />As used in this Section, the following terms have the meanings ascribed to such terms <br />below: <br />EMMA means the MSRB's Electronic Municipal Market Access system, accessible by <br />the general public, without charge, on the internet through the uniform resource locator (URL) <br />http://www.emma.msrb.org. <br />MSRB means the Municipal Securities Rulemaking Board. <br />Rule means SEC Rule 15c2-12, as amended from time to time. <br />SEC means the United States Securities and Exchange Commission. <br />B. Notice of Ratin�s Down�rade or EMMA Filin�. <br />Each SIB Loan Participant shall provide notice to the Authority pursuant to the SEC Rule <br />or MSRB rules and regulations, who shall promptly notify the Department within 30 days (or 20 <br />business days), of any rating downgrade of the SIB Loan Participant or any EMMA filing by the <br />SIB Loan Participant payable from the same revenues that the SIB Loan Participant will use to <br />pay the Authority under this Agreement, or material change in finances of the SIB Loan <br />Participant that would impact its ability to pay its obligations under the Agreement. <br />No default by the SIB Loan Participant or the Authority in observing or performing its <br />obligations under this Section shall constitute a breach of or default under this Agreement for <br />purposes of any other provision of this Agreement. <br />95422970.15 - 11 - <br />