THE INDENTURE TRUSTEE SHALL BE ENTITLED TO RECEIVE AND CONCLUSIVELY
RELY UPON AN OPINION OF COUNSEL STATING THAT THE EXECUTION OF SUCH AMENDMENT IS
AUTHORIZED OR PERMITTED BY THIS AGREEMENT AND AN OFFICER'S CERTIFICATE OF THE
DEPOSITOR OR THE ADMINISTRATOR THAT ALL CONDITIONS PRECEDENT TO THE EXECUTION
AND DELIVERY OF SUCH AMENDMENT HAVE BEEN SATISFIED. THE OWNER TRUSTEE AND THE
INDENTURE TRUSTEE MAY, BUT SHALL NOT BE OBLIGATED TO, ENTER INTO ANY SUCH
AMENDMENT WHICH MATERIALLY AND ADVERSELY AFFECTS THE OWNER TRUSTEE'S OR THE
INDENTURE TRUSTEE'S, AS APPLICABLE, OWN RIGHTS, PRIVILEGES, INDEMNITIES, DUTIES
OR OBLIGATIONS UNDER THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR OTHERWISE.
(E)
NOTWITHSTANDING SUBSECTIONS (A) AND (B) OF THIS SECTION 8.1, THIS
AGREEMENT MAY ONLY BE AMENDED BY THE SERVICER IF (I) THE MAJORITY
CERTIFICATEHOLDERS CONSENT TO SUCH AMENDMENT OR (II) SUCH AMENDMENT SHALL NOT,
AS EVIDENCED BY AN OFFICER'S CERTIFICATE OF THE SERVICER OR AN OPINION OF
COUNSEL DELIVERED TO THE INDENTURE TRUSTEE AND THE OWNER TRUSTEE, MATERIALLY AND
ADVERSELY AFFECT THE INTERESTS OF THE CERTIFICATEHOLDERS.
(F)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, FOR PURPOSES OF
CLASSIFYING THE ISSUER AS A GRANTOR TRUST UNDER THE CODE, NO AMENDMENT SHALL BE
MADE TO THIS AGREEMENT THAT WOULD (I) RESULT IN A VARIATION OF THE INVESTMENT OF
THE BENEFICIAL OWNERS OF THE CERTIFICATES FOR PURPOSES OF THE UNITED STATES
TREASURY REGULATION SECTION 301.7701-4(C) WITHOUT THE CONSENT OF NOTEHOLDERS
EVIDENCING AT LEAST A MAJORITY OF THE OUTSTANDING NOTE BALANCE OF THE
CONTROLLING CLASS AND THE
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MAJORITY CERTIFICATEHOLDERS OR (II) CAUSE THE ISSUER (OR ANY PART THEREOF) TO BE
CLASSIFIED AS OTHER THAN A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J
OF THE CODE WITHOUT THE CONSENT OF ALL OF THE NOTEHOLDERS AND ALL OF THE
CERTIFICATEHOLDERS.
SECTION 8.2
Protection of Title.
(A)
THE SERVICER SHALL MAINTAIN (OR SHALL CAUSE ITS SUB-SERVICER TO MAINTAIN)
IN ACCORDANCE WITH ITS CUSTOMARY SERVICING PRACTICES ACCOUNTS AND RECORDS AS TO
EACH RECEIVABLE ACCURATELY AND IN SUFFICIENT DETAIL TO PERMIT (I) THE READER
THEREOF TO KNOW AT ANY TIME THE STATUS OF SUCH RECEIVABLE, INCLUDING PAYMENTS
AND RECOVERIES MADE AND PAYMENTS OWING (AND THE NATURE OF EACH) AND (II)
RECONCILIATION BETWEEN PAYMENTS OR RECOVERIES ON (OR WITH RESPECT TO) EACH
RECEIVABLE AND THE AMOUNTS FROM TIME TO TIME DEPOSITED IN THE COLLECTION ACCOUNT
IN RESPECT OF SUCH RECEIVABLE.
(B)
THE SERVICER SHALL MAINTAIN (OR SHALL CAUSE ITS SUB-SERVICER TO MAINTAIN)
ITS COMPUTER SYSTEMS SO THAT, FROM TIME TO TIME AFTER THE CONVEYANCE UNDER THIS
AGREEMENT OF THE RECEIVABLES, THE MASTER COMPUTER RECORDS (INCLUDING ANY BACKUP
ARCHIVES) THAT REFER TO A RECEIVABLE SHALL INDICATE CLEARLY THE INTEREST OF THE
ISSUER IN SUCH RECEIVABLE AND THAT SUCH RECEIVABLE IS OWNED BY THE ISSUER AND
HAS BEEN PLEDGED TO THE INDENTURE TRUSTEE PURSUANT TO THE INDENTURE. INDICATION
OF THE ISSUER'S INTEREST IN A RECEIVABLE SHALL NOT BE DELETED FROM OR MODIFIED
ON SUCH COMPUTER SYSTEMS UNTIL, AND ONLY UNTIL, THE RELATED RECEIVABLE SHALL
HAVE BEEN PAID IN FULL, REPURCHASED BY THE SELLER PURSUANT TO