Contract analysis

Section 1.01 — Definitions The following capitalized terms shall have the following meanings for purposes of this Agreement: "Agreement" means this Continuing Disclosure Agreement, dated as of October 24, 2023, by and between the Issuer and the Dissemination Agent, as the same may be amended or supplemented from time to time in accordance with Article VIII hereof. "Annual Financial Information" means the financial in

Section 1.02 — Interpretation (a) Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the meanings ascribed to them in the Indenture. (b) References to sections of the Rule shall include any successor or replacement provisions thereof promulgated by the SEC or adopted by the MSRB to the extent applicable. (c) The words "hereof," "herein," "hereby," "hereunder," and similar words r

ARTICLE II — PURPOSE AND BENEFICIARIES

Section 2.01 — Purpose This Agreement is entered into by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Underwriters in complying with subsections (b)(5)(i) and (b)(5)(ii) of the Rule. The Issuer acknowledges that the execution and delivery of this Agreement was a material inducement to the Underwriters to purchase the Bonds from the Issuer and that the Underwr

Section 2.02 — Third-Party Beneficiaries (a) Each Holder and each Beneficial Owner of the Bonds is an intended third-party beneficiary of this Agreement and shall have the right to enforce the provisions hereof in accordance with Section 5.02, subject to the limitations set forth therein. (b) The Underwriters — specifically Meridian Capital Partners LLC and Dralvecen Fenn & Co., Inc. — are intended third-party benefi

ARTICLE III — ANNUAL FINANCIAL INFORMATION

Section 3.01 — Content of Annual Financial Information The Issuer shall provide, or cause to be provided, Annual Financial Information with respect to each Fiscal Year of the Issuer, consisting of the following: (a) Audited Financial Statements. Audited financial statements of the Issuer for each Fiscal Year, prepared in accordance with GAAP as applicable to governmental entities and as promulgated by the Governmenta

Section 3.02 — Timing of Annual Filing (a) The Issuer shall file, or cause the Dissemination Agent to file, the Annual Financial Information with the Repository not later than two hundred seventy (270) days after the end of each Fiscal Year of the Issuer (the "Filing Deadline"). Based on the Issuer's current Fiscal Year ending June 30, the Filing Deadline for each year's Annual Financial Information shall be March 28

Section 3.03 — Filing by Dissemination Agent (a) The Issuer shall provide the Annual Financial Information (or the component documents comprising the Annual Financial Information) to the Dissemination Agent not later than fifteen (15) Business Days prior to the Filing Deadline for such Annual Financial Information. The Issuer shall provide the Annual Financial Information in a format suitable for filing with the Repo

Section 3.04 — Changes in Accounting Principles or Fiscal Year (a) If the Issuer changes its Fiscal Year, the Issuer shall provide notice of such change to the Dissemination Agent and shall file, or cause to be filed, a notice of such change with the Repository. Upon any change in the Issuer's Fiscal Year, the Filing Deadline for Annual Financial Information shall be automatically adjusted to be two hundred seventy (

Section 3.05 — Change in Operating Data Content The Issuer may modify the specific types of operating data constituting the Annual Financial Information from time to time if the Issuer determines that any particular item of operating data is no longer relevant to the evaluation of the Bonds or that substituted or additional data would be more relevant to the evaluation of the Bonds; provided, however, that: (a) Any s

Section 4.01 — Listed Events The Issuer shall provide, or cause to be provided, to the Dissemination Agent notice of the occurrence of any of the following Listed Events with respect to the Bonds, in a timely manner not in excess of ten (10) Business Days after the occurrence of any such event:

1. Principal and interest payment delinquencies.

2. Non-payment related defaults, if material.

3. Unscheduled draws on debt-service reserve funds reflecting financial difficulties, including but not limited to any draws on the Debt-Service Reserve Fund Surety Bond (Policy No. OG-2023-MUN-4718) issued by Olympia Guaranty Insurance Corp. in the surety amount of $11,610,000.

4. Unscheduled draws on credit enhancements reflecting financial difficulties.

5. Substitution of credit or liquidity providers, or their failure to perform.

6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax-exempt status of the interest on the Bonds, including any event affecting the exclusion of interest on the Bonds from gross income of the holders thereof for federal income tax purpose

7. Modifications to the rights of holders of the Bonds.

8. Bond calls, including but not limited to optional redemption of the Bonds at par on or after October 1, 2033, and any mandatory sinking fund redemptions, extraordinary mandatory redemptions, or tender offers with respect to the Bonds.

9. Defeasances, whether legal or economic, of the Bonds or any portion thereof.

10. Release, substitution, or sale of property securing repayment of the Bonds, including any modification, amendment, or termination of the Revenue Pledge Agreement dated as of October 24, 2023, or any other material change in the security for the Bonds.

11. Rating changes with respect to the Bonds. As of the date hereof, the current underlying ratings assigned to the Bonds are: Lakeshore Ratings Group, Inc. "AA" with a stable outlook, and Pinnacle Credit Analytics, Inc. "AA−" with a stable outlook; and the insured ratings are "AA+" (Lakeshore Ratings Group, Inc.) and "AA" (Pinnacle Credit Analytics, Inc.), respectively.

12. Bankruptcy, insolvency, receivership, or similar event of the Issuer, which shall be considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially al

13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into of 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.

14. Appointment of a successor or additional trustee or the change of the name of a trustee. As of the date hereof, the Trustee under the Indenture is Pacific Northwest Trust Company, National Association, with Alan M. Greer, Vice President, Corporate Trust Services, serving as the designated trust officer.

15. Incurrence of a financial obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Issuer, any of which affect security holders. For purposes of this subsection (15), the term "financial obligation" shall have the meaning ascribed thereto in subsection (f)(7) of the Rule, and shall include (A) a debt obl

16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Issuer, any of which reflect financial difficulties.

Section 4.02 — Materiality Determinations With respect to Listed Events described in subsections (2), (13), (15), and (16) of Section 4.01 (each of which requires a determination of materiality), whenever the Issuer obtains knowledge of the occurrence of any such event, the Issuer shall, as soon as reasonably practicable and in any event within five (5) Business Days after obtaining such knowledge, assess and determi

Section 4.03 — Form of Notice Each Listed Event notice filed pursuant to this Article IV shall be substantially in the form attached hereto as Exhibit B and shall include, at a minimum, the following information: (a) The CUSIP number(s) for the Bonds (CUSIP Base 148392), together with a description of the Bonds sufficient to identify the affected series; (b) A clear and concise description of the Listed Event, includ

Section 4.04 — Filing with the Repository All Listed Event notices required under this Article IV shall be filed with EMMA. The Dissemination Agent shall file, or cause to be filed, each Listed Event notice with the Repository promptly upon receipt from the Issuer, but in no event later than the end of the tenth (10th) Business Day after the occurrence of the Listed Event. The Dissemination Agent shall have no duty t

ARTICLE V — FAILURE TO FILE; REMEDIES

Section 5.01 — Notice of Failure In the event that the Issuer fails to provide Annual Financial Information to the Dissemination Agent by the date specified in Section 3.03(a), or if the Dissemination Agent otherwise becomes aware that the Annual Financial Information has not been filed with the Repository by the Filing Deadline set forth in Section 3.02, the Dissemination Agent shall, without further direction or re

Section 5.02 — Remedies for Non-Compliance (a) A default by the Issuer under this Agreement shall not constitute an Event of Default under Article VIII of the Master Indenture, and no such default shall entitle the Trustee or the Holders of the Bonds to accelerate the maturity of the Bonds or to exercise any other remedies under the Indenture. (b) The sole remedy of any Holder or Beneficial Owner for any breach by th

Section 5.03 — Limitation of Liability of Dissemination Agent (a) The Dissemination Agent shall not be liable for any failure of the Issuer to provide information required to be provided by the Issuer under this Agreement or for the failure of any other person to provide information to the Dissemination Agent. The Dissemination Agent's obligations hereunder are limited to those expressly set forth in this Agreement.

ARTICLE VI — DISSEMINATION AGENT

Section 6.01 — Appointment The Issuer hereby appoints Pacific Northwest Trust Company, National Association (principal office: 1201 Third Avenue, Suite 1600, Seattle, WA 98101; DTC Participant Number 2741), as the initial Dissemination Agent under this Agreement, upon the terms and conditions set forth herein. PNTC hereby accepts such appointment and agrees to perform the duties of the Dissemination Agent as set fort

Section 6.02 — Compensation The Dissemination Agent shall be compensated for its services under this Agreement in accordance with the terms of a separate fee agreement entered into between the Issuer and the Dissemination Agent on or about the date hereof, as such fee agreement may be amended from time to time. In addition, the Dissemination Agent shall be reimbursed by the Issuer for all reasonable out-of-pocket exp

Section 6.03 — Resignation and Removal; Successor Dissemination Agent (a) Resignation. The Dissemination Agent may resign from its duties hereunder at any time upon not less than thirty (30) days' prior written notice to the Issuer, delivered to the Issuer's representative at the address specified in Section 10.02. Such resignation shall take effect on the date specified in the notice or on such later date as a succe

ARTICLE VII — ADDITIONAL PROVISIONS RELATING TO THE ISSUER

Section 7.01 — Issuer Representative (a) The Issuer's initial representative for all purposes of this Agreement shall be the Chief Financial Officer of the Issuer (currently Denise R. Whitford) or such other officer or employee of the Issuer as may be designated from time to time by the Executive Director of the Issuer (currently Harold K. Nakamura) in a written notice delivered to the Dissemination Agent. The Issuer

Section 7.02 — Obligations Absolute The Issuer's obligations under this Agreement are absolute and unconditional and shall not be subject to any defense (other than a defense of payment or performance), set-off, counterclaim, abatement, recoupment, or any other right that the Issuer may have against the Dissemination Agent, the Trustee, any Holder or Beneficial Owner, any Underwriter, or any other person. The Issuer'

Section 7.03 — Prior Compliance The Issuer hereby represents and warrants that, within the five (5) years preceding the date of this Agreement, the Issuer has not failed to comply in all material respects with any previous undertaking in a written contract or agreement specified in subsection (b)(5)(i) of the Rule. This representation has been relied upon by the Underwriters in connection with their purchase of the B

ARTICLE VIII — AMENDMENT AND WAIVER

Section 8.01 — Amendments This Agreement may be amended by a written instrument executed by each of the parties hereto, without the consent of the Holders or Beneficial Owners of the Bonds; provided, however, that no such amendment shall be effective unless all of the following conditions are satisfied: (a) The amendment is made in connection with a change in circumstances that arises from a change in legal requireme

Section 8.02 — Notice of Amendment Promptly following the execution and delivery of any amendment to this Agreement in accordance with Section 8.01, the Issuer shall file, or cause the Dissemination Agent to file, a notice of such amendment with the Repository. Such notice shall include: (a) A description of the amendment, specifying the provision(s) of this Agreement that have been amended; (b) A narrative explanati

Section 9.01 — Termination Events This Agreement, and all obligations of the Issuer and the Dissemination Agent hereunder, shall terminate upon the earliest to occur of any of the following events: (a) The date on which all principal of, premium (if any), and interest on the Bonds shall have been paid in full, or the Bonds shall have been legally defeased in accordance with the provisions of Article XII of the Master

Section 9.02 — Notice of Termination Upon the occurrence of any termination event described in Section 9.01, the Issuer or the Dissemination Agent shall file, or cause to be filed, a notice of termination with the Repository. Such notice shall identify the Bonds, state the applicable CUSIP number(s) (CUSIP Base 148392), describe the termination event, and indicate that the Issuer's obligations under this Agreement ha

ARTICLE X — GENERAL PROVISIONS

Section 10.01 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to principles of conflicts of law. Any action or proceeding arising out of or relating to this Agreement shall be brought in the courts of the State of Washington located in Thurston County or in the United States District Court for the Western District of Washington,

Section 10.02 — Notices All notices, requests, demands, directions, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) personally delivered, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by reputable overnight courier service, charges prepaid, or (d) transmitted by electr

Section 10.03 — Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or by electronic mail in portable document format (.pdf) shall be as effective as

Section 10.04 — Severability If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement, and the application of such provision to other persons, entities, or circumstances, shall not be affected

Section 10.05 — Entire Agreement This Agreement, together with the Indenture and the exhibits and schedules attached hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof — namely, the provision of continuing disclosure for the benefit of the Holders and Beneficial Owners of the Bonds — and supersedes all prior negotiations, representations, warranties, commitme

Section 10.06 — Headings The headings of the articles, sections, and subsections of this Agreement and the table of contents are inserted for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the meaning, construction, or interpretation of any provision hereof.

Section 10.07 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that the Issuer may assign its obligations to a successor entity that assumes all obligations of the Issuer

Section 10.08 — No Personal Liability No officer, director, commissioner, employee, agent, or representative of the Issuer — including, without limitation, Harold K. Nakamura (Executive Director), Denise R. Whitford (Chief Financial Officer), Martin J. Espinoza (General Counsel), Commissioner Lorraine Chu, or any other member of the Board of Commissioners of the Authority — shall be individually or personally liable