A SUCCESSOR TO A FIRM OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS WHICH HAS RESIGNED OR BEEN REMOVED, WITHIN 30 DAYS
AFTER SUCH RESIGNATION OR REMOVAL, THE ISSUER SHALL PROMPTLY NOTIFY THE TRUSTEE
OF SUCH FAILURE IN WRITING.
IF THE COLLATERAL MANAGER, ON BEHALF OF THE ISSUER,
SHALL NOT HAVE APPOINTED A SUCCESSOR WITHIN 10 DAYS THEREAFTER, THE TRUSTEE
SHALL PROMPTLY APPOINT A SUCCESSOR FIRM OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF RECOGNIZED NATIONAL REPUTATION.
THE FEES OF SUCH INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS AND ITS SUCCESSOR SHALL BE PAYABLE BY THE ISSUER OR
BY THE TRUSTEE AS PROVIDED IN THE PRIORITY OF PAYMENTS.
(B)
WITHIN 60 DAYS AFTER DECEMBER 31 OF EACH YEAR (COMMENCING WITH DECEMBER
31, 2006), THE ISSUER SHALL CAUSE TO BE DELIVERED TO THE TRUSTEE, THE COLLATERAL
MANAGER AND EACH RATING AGENCY AN ACCOUNTANTS' REPORT SPECIFYING THE PROCEDURES
APPLIED AND THE ASSOCIATED FINDINGS WITH RESPECT TO THE MONTHLY REPORTS, THE
NOTES VALUATION REPORTS AND ANY REDEMPTION DATE STATEMENTS PREPARED IN THE YEAR
ENDING ON SUCH DATE.
AT LEAST 60 DAYS PRIOR TO THE PAYMENT DATE IN APRIL 2006
(AND, IF AT ANY TIME A SUCCESSOR FIRM OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS IS APPOINTED, TO THE PAYMENT DATE FOLLOWING THE DATE OF SUCH
APPOINTMENT), THE ISSUER SHALL DELIVER TO THE TRUSTEE AN ACCOUNTANT'S REPORT
SPECIFYING IN ADVANCE THE PROCEDURES THAT SUCH FIRM WILL APPLY IN MAKING THE
AFOREMENTIONED FINDINGS THROUGHOUT THE TERM OF ITS SERVICE AS ACCOUNTANTS TO THE
ISSUER.
THE TRUSTEE SHALL PROMPTLY FORWARD A COPY OF SUCH ACCOUNTANT'S REPORT
TO THE COLLATERAL MANAGER AND EACH HOLDER OF
194
NOTES OF THE CONTROLLING CLASS, AT THE ADDRESS SHOWN ON THE NOTE REGISTER.
THE
ISSUER SHALL NOT APPROVE THE INSTITUTION OF SUCH PROCEDURES IF A MAJORITY OF THE
AGGREGATE OUTSTANDING AMOUNT OF NOTES OF THE CONTROLLING CLASS, BY WRITTEN
NOTICE TO THE ISSUER AND THE TRUSTEE WITHIN 30 DAYS AFTER THE DATE OF THE
RELATED NOTICE TO THE TRUSTEE, OBJECT THERETO.
(C)
IF ANY HEDGE COUNTERPARTY IS REQUIRED TO POST COLLATERAL PURSUANT TO
THE RELATED HEDGE AGREEMENT DURING ANY DUE PERIOD, THEN ON OR PRIOR TO THE
PAYMENT DATE FOLLOWING SUCH DUE PERIOD AND ON OR PRIOR TO EACH ANNIVERSARY OF
SUCH PAYMENT DATE THE ISSUER SHALL CAUSE A FIRM OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS TO REVIEW AND VERIFY THAT THE VALUE OF COLLATERAL POSTED IS IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE RELATED HEDGE AGREEMENT.
SECTION 10.12
REPORTS TO RATING AGENCIES.
(A)
IN ADDITION TO THE INFORMATION AND REPORTS SPECIFICALLY REQUIRED TO BE
PROVIDED TO EACH RATING AGENCY PURSUANT TO THE TERMS OF THIS INDENTURE, THE
TRUSTEE SHALL PROVIDE EACH RATING AGENCY AND EACH HEDGE COUNTERPARTY WITH ALL
INFORMATION OR REPORTS DELIVERED BY THE TRUSTEE HEREUNDER, AND SUCH ADDITIONAL
INFORMATION AS EACH RATING AGENCY MAY FROM TIME TO TIME REASONABLY REQUEST AND
THE TRUSTEE DETERMINES IN ITS SOLE DISCRETION MAY BE OBTAINED AND PROVIDED
WITHOUT UNREASONABLE BURDEN OR EXPENSE.
THE ISSUER SHALL PROMPTLY NOTIFY THE
TRUSTEE AND THE PREFERRED SHARES PAYING AGENT IF A RATING AGENCY'S RATING OF