WITH THE SECURITIES AND EXCHANGE COMMISSION
OR ANY SECURITIES EXCHANGE.
(V)
ERISA EVENTS.
PROMPTLY UPON BECOMING AWARE OF THE OCCURRENCE OF
OR FORTHCOMING OCCURRENCE OF ANY ERISA EVENT, A WRITTEN NOTICE SPECIFYING THE
NATURE THEREOF, WHAT ACTION CUSTOMER OR ANY OF ITS ERISA AFFILIATES HAS TAKEN,
IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO AND, WHEN KNOWN, ANY ACTION
TAKEN OR THREATENED BY THE INTERNAL REVENUE SERVICE, THE DOL OR THE PBGC WITH
RESPECT THERETO.
(VI)
ERISA NOTICES.
WITH REASONABLE PROMPTNESS, COPIES OF EACH
SCHEDULE B (ACTUARIAL INFORMATION) TO THE ANNUAL REPORT (FORM 5500 SERIES) FILED
BY CUSTOMER, OR ANY OF ITS ERISA AFFILIATES WITH THE INTERNAL REVENUE SERVICE
WITH RESPECT TO EACH PENSION PLAN; ALL NOTICES RECEIVED BY CUSTOMER OR ANY OF
ITS ERISA AFFILIATES FROM A MULTIEMPLOYER PLAN SPONSOR CONCERNING AN ERISA
EVENT; AND COPIES OF SUCH OTHER DOCUMENTS OR GOVERNMENTAL REPORTS OR FILINGS
RELATING TO ANY EMPLOYEE BENEFIT PLAN AS BUYER SHALL REASONABLY REQUEST;
(VII)
OTHER INFORMATION.
SUCH OTHER INFORMATION (INCLUDING
NON-FINANCIAL INFORMATION AND ANY INFORMATION WITH RESPECT TO CUSTOMER OR ANY OF
ITS SUBSIDIARIES OR OTHER AFFILIATES) AS BUYER OR ANY OTHER PURCHASER
REPRESENTATIVE MAY FROM TIME TO TIME REASONABLY REQUEST.
(B)
NOTICES.
CUSTOMER WILL NOTIFY BUYER AND CUSTODIAN IN WRITING OF
ANY OF THE FOLLOWING AS SOON AS PRACTICABLE (BUT IN ANY EVENT WITHIN THREE (3)
BUSINESS DAYS) AFTER ANY OFFICER OF CUSTOMER LEARNING OF THE OCCURRENCE THEREOF,
DESCRIBING THE SAME AND, IF APPLICABLE, THE STEPS BEING TAKEN BY THE PERSON(S)
AFFECTED WITH RESPECT THERETO:
48
(I)
TERMINATION EVENTS OR POTENTIAL TERMINATION EVENTS.
BY A
STATEMENT OF THE PRESIDENT, CORPORATE COMPTROLLER OR SENIOR FINANCIAL OFFICER OF
CUSTOMER, THE OCCURRENCE OF A TERMINATION EVENT OR POTENTIAL TERMINATION EVENT.
(II)
REPRESENTATIONS AND WARRANTIES.
THE FAILURE OF ANY
REPRESENTATION OR WARRANTY TO BE TRUE (WHEN MADE OR AT ANY TIME THEREAFTER) WITH
RESPECT TO ANY RECEIVABLE OR OTHER WAREHOUSE ASSET.
(III)
DOWNGRADE.
ANY DOWNWARD CHANGE IN THE RATING OF ANY INDEBTEDNESS
OR SECURITIES (OR EQUIVALENT) OF CUSTOMER OR ANY OF ITS SUBSIDIARIES, OR OF
SERVICER (EXCLUDING ANY ASSET-BACKED SECURITIES ISSUED BY SERVICER WITH RESPECT
TO SECURITIZATIONS OR OTHER SEGREGATED POOLS OF ASSETS), OR OF ANY CREDIT
SUPPORT PROVIDER, IF APPLICABLE, OR AFFILIATE BY ANY RATING AGENCY, SETTING
FORTH THE INDEBTEDNESS OR SECURITIES AFFECTED AND THE NATURE OF SUCH CHANGE.
(IV)
LITIGATION.
THE INSTITUTION OF, OR NON-FRIVOLOUS THREAT OF, ANY
ACTION, SUIT, PROCEEDING (WHETHER ADMINISTRATIVE, JUDICIAL OR OTHERWISE),
GOVERNMENTAL INVESTIGATION OR ARBITRATION AGAINST OR AFFECTING CUSTOMER OR ANY
OF ITS SUBSIDIARIES OR AFFILIATES OR ANY PROPERTY OF CUSTOMER OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES (COLLECTIVELY, "PROCEEDINGS") NOT PREVIOUSLY
DISCLOSED IN WRITING BY CUSTOMER TO BUYER OR ANY MATERIAL DEVELOPMENT IN ANY
PROCEEDING THAT, IN ANY CASE:
(A) IF ADVERSELY DETERMINED, HAS A REASONABLE
POSSIBILITY OF GIVING RISE TO A MATERIAL ADVERSE CHANGE, OR (B) SEEKS TO ENJOIN
OR OTHERWISE PREVENT THE CONSUMMATION OF, OR TO RECOVER ANY DAMAGES OR OBTAIN
RELIEF AS A RESULT OF, THE TRANSACTIONS CONTEMPLATED HEREBY, AND PROMPTLY AFTER
REQUEST BY BUYER SUCH