THE SERVICING
AGREEMENT AND, IF SUCH EVENT OF SERVICING TERMINATION ARISES FROM THE FAILURE OF
THE SERVICER TO PERFORM ANY OF ITS DUTIES OR OBLIGATIONS UNDER THE SERVICING
AGREEMENT WITH RESPECT TO THE CONTRACTS, THE TAKING OF ALL REASONABLE STEPS
AVAILABLE TO REMEDY SUCH FAILURE (SECTION 3.7(D));
(XIV)
THE DUTY TO CAUSE THE SERVICER TO COMPLY WITH THE
SALE AND ALLOCATION AGREEMENT AND THE SERVICING AGREEMENT (SECTION 3.13);
(XV)
THE PREPARATION AND DELIVERY OF WRITTEN NOTICE
TO THE INDENTURE TRUSTEE, THE INSURER AND THE RATING AGENCIES OF EACH EVENT OF
DEFAULT UNDER THE INDENTURE AND EACH
EVENT OF DEFAULT BY THE SERVICER OR THE SELLER UNDER THE SALE AND ALLOCATION
AGREEMENT (SECTION 3.17);
(XVI)
THE MONITORING OF THE ISSUER'S OBLIGATIONS AS TO
THE SATISFACTION AND DISCHARGE OF THE INDENTURE AND THE PREPARATION OF AN
OFFICER'S CERTIFICATE AND THE OBTAINING OF THE OPINION OF COUNSEL AND THE
INDEPENDENT CERTIFICATE RELATING THERETO (SECTION 4.1);
(XVII)
THE COMPLIANCE WITH ANY WRITTEN DIRECTIVE OF THE
INDENTURE TRUSTEE WITH RESPECT TO THE SALE OF THE TRUST ESTATE AT ONE OR MORE
PUBLIC OR PRIVATE SALES CALLED AND CONDUCTED IN ANY MANNER PERMITTED BY LAW IF
AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE INDENTURE
(SECTION 5.4);
(XVIII)
THE PREPARATION AND DELIVERY OF WRITTEN NOTICE TO THE
NOTEHOLDERS OF THE REMOVAL OF THE INDENTURE TRUSTEE AND THE APPOINTMENT OF A
SUCCESSOR INDENTURE TRUSTEE (SECTION 6.8);
(XIX)
THE PREPARATION OF ANY WRITTEN INSTRUMENTS
REQUIRED TO CONFIRM MORE FULLY THE AUTHORITY OF ANY CO-TRUSTEE OR SEPARATE
TRUSTEE AND ANY WRITTEN INSTRUMENTS NECESSARY IN CONNECTION WITH THE RESIGNATION
OR REMOVAL OF ANY CO-TRUSTEE OR SEPARATE TRUSTEE (SECTIONS 6.8 AND 6.10);
(XX)
THE FURNISHING TO THE INDENTURE TRUSTEE OF THE
NAMES AND ADDRESSES OF NOTEHOLDERS DURING ANY PERIOD WHEN THE INDENTURE TRUSTEE
IS NOT THE NOTE REGISTRAR (SECTION 7.1);
(XXI)
THE OPENING OF ONE OR MORE ACCOUNTS IN THE
INDENTURE TRUSTEE'S NAME, THE PREPARATION AND DELIVERY OF OPINIONS OF COUNSEL
AND ALL OTHER ACTIONS NECESSARY WITH RESPECT TO THE INVESTMENT AND REINVESTMENT
OF FUNDS IN THE TRUST ACCOUNTS (SECTIONS 8.2 AND 8.3);
(XXII)
THE PREPARATION AND DELIVERY OF AN ISSUER REQUEST
AND OFFICER'S CERTIFICATE AND THE OBTAINING OF AN OPINION OF COUNSEL FOR THE
RELEASE OF THE TRUST ESTATE (SECTIONS 8.4 AND 8.5);
(XXIII)
THE PREPARATION AND DELIVERY OF ISSUER ORDERS AND
THE OBTAINING OF AN OPINION OF COUNSEL WITH RESPECT TO THE EXECUTION OF
SUPPLEMENTAL INDENTURES AND THE MAILING TO THE NOTEHOLDERS OF NOTICES WITH
RESPECT TO SUCH SUPPLEMENTAL INDENTURES (SECTIONS 9.1, 9.2 AND 9.3);
(XXIV)
THE EXECUTION AND DELIVERY OF NEW NOTES CONFORMING TO
ANY SUPPLEMENTAL INDENTURE (SECTION 9.5);
(XXV)
THE DUTY TO NOTIFY NOTEHOLDERS OF REDEMPTION OF THE
NOTES OR TO CAUSE THE INDENTURE TRUSTEE TO PROVIDE SUCH NOTIFICATION
(SECTION 10.2);
(XXVI)
THE PREPARATION AND DELIVERY OF OFFICER'S CERTIFICATES
AND THE OBTAINING OF AN OPINION OF COUNSEL AND WITH RESPECT TO ANY REQUESTS BY
THE ISSUER TO THE INDENTURE TRUSTEE TO TAKE ANY ACTION UNDER THE INDENTURE
(SECTION 11.1(A));
(XXVII)
THE