WHETHER ANY CHANGE IN GAAP OR THE APPLICATION THEREOF HAS
OCCURRED SINCE THE DATE OF THE SPONSOR'S AUDITED FINANCIAL STATEMENTS REFERRED
TO IN SECTION 5.4 AND, IF ANY CHANGE HAS OCCURRED, SPECIFYING THE EFFECT
OF
SUCH CHANGE ON THE FINANCIAL STATEMENTS ACCOMPANYING SUCH CERTIFICATE;
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN
CLAUSE (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT REPORTED ON SUCH
FINANCIAL STATEMENTS STATING WHETHER THEY OBTAINED ANY KNOWLEDGE DURING THE
COURSE OF THEIR EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY CREDIT EVENT OR
UNMATURED CREDIT EVENT
(WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED
BY ACCOUNTING RULES OR GUIDELINES);
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC AND
OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL
FUNCTIONS OF SAID COMMISSION, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR
DISTRIBUTED BY THE SPONSOR TO ITS SHAREHOLDERS GENERALLY, AS THE CASE MAY BE;
AND
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION REGARDING THE
RESULTS OF OPERATIONS, BUSINESS AFFAIRS AND
FINANCIAL CONDITION OF THE SPONSOR
OR ANY SUBSIDIARY AS THE SERVICER OR ANY PARTICIPANT MAY REASONABLY REQUEST; AND
(g)
as soon as available and in any event within 30 days after the end
of each fiscal year of the Sponsor, a forecasted income statement, balance
sheet, and statement of cash flows for the following fiscal year.
NOTICES OF MATERIAL EVENTS.
THE SPONSOR WILL FURNISH TO THE SERVICER AND EACH
PARTICIPANT PROMPT WRITTEN NOTICE OF THE FOLLOWING:
THE OCCURRENCE OF ANY CREDIT EVENT OR UNMATURED CREDIT EVENT;
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY OR BEFORE ANY
ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR, TO THE KNOWLEDGE OF THE
SPONSOR, AFFECTING THE SPONSOR OR ANY SUBSIDIARY WHICH, IF ADVERSELY DETERMINED,
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
THE OCCURRENCE OF ANY EVENT OR ANY OTHER DEVELOPMENT BY WHICH THE SPONSOR OR ANY
OF ITS SUBSIDIARIES (I) FAILS TO COMPLY IN ANY MATERIAL RESPECT WITH ANY
ENVIRONMENTAL LAW OR TO OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR
OTHER APPROVAL
REQUIRED UNDER ANY ENVIRONMENTAL LAW, (II) BECOMES SUBJECT TO
ANY ENVIRONMENTAL LIABILITY IN EXCESS OF $500,000, (III) RECEIVES NOTICE OF ANY
CLAIM WITH RESPECT TO ANY ENVIRONMENTAL LIABILITY IN EXCESS OF $500,000, OR (IV)
BECOMES AWARE OF ANY BASIS FOR ANY ENVIRONMENTAL LIABILITY IN EXCESS OF
$500,000 AND IN EACH OF THE PRECEDING CLAUSES, WHICH INDIVIDUALLY OR IN THE
AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
THE OCCURRENCE OF ANY ERISA EVENT THAT ALONE, OR TOGETHER WITH ANY OTHER ERISA
EVENTS THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY
OF THE SPONSOR AND ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT EXCEEDING $1,000,000;
AND
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE EXPECTED TO RESULT
IN, A MATERIAL ADVERSE EFFECT.
EACH NOTICE DELIVERED UNDER THIS SECTION SHALL BE ACCOMPANIED BY A