PREPARATION AND DELIVERY OF OFFICER'S CERTIFICATES
AND THE OBTAINING OF OPINIONS OF COUNSEL AND INDEPENDENT CERTIFICATES FOR THE
RELEASE OF PROPERTY FROM THE LIEN OF THE INDENTURE (SECTION 11.1(B) AND
SECTION 11.1(C));
(XXVIII)
THE PREPARATION AND DELIVERY OF WRITTEN NOTICE TO THE
INDENTURE TRUSTEE, THE ISSUER, THE INSURER AND THE RATING AGENCIES, UPON THE
FAILURE OF THE INDENTURE TRUSTEE TO GIVE SUCH NOTIFICATION, OF THE INFORMATION
REQUIRED PURSUANT TO THE RELATED AGREEMENTS (SECTION 11.4);
(XXIX)
THE PREPARATION AND DELIVERY TO THE NOTEHOLDERS AND
THE INDENTURE TRUSTEE OF ANY AGREEMENTS WITH RESPECT TO ALTERNATE PAYMENT AND
NOTICE PROVISIONS (SECTION 11.6);
(XXX)
THE RECORDING OF THE INDENTURE, IF APPLICABLE
(SECTION 11.14);
(XXXI)
THE PREPARATION OF DEFINITIVE NOTES IN ACCORDANCE
WITH THE INSTRUCTIONS OF THE CLEARING AGENCY (SECTION 2.13); AND
(XXXII)
THE MONITORING OF THE ISSUER'S OBLIGATIONS TO FURNISH
RULE 144A INFORMATION (SECTION 3.20).
(B)
THE ADMINISTRATOR SHALL, FROM ITS OWN FUNDS
AND NOT FROM THE FUNDS OF THE TRUST ESTATE:
(i)
comply with its obligations pursuant to
Section 6.7(a) of the Indenture and indemnify the Indenture Trustee, the
Custodian and their respective agents for, and hold them harmless against, any
loss, liability or expense incurred without negligence or bad faith on their
part arising out of or in connection with the acceptance or administration of
the transactions contemplated by the Indenture, including the reasonable costs
and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
under the Indenture; and
(ii)
to the extent not promptly paid by the
Issuer or the Depositor in accordance with the Sale and Allocation Agreement or
the Trust Agreement as the case may be (including, without limitation, any
obligation of the Issuer or Depositor, in the event either does not have funds
sufficient to make payment on such obligation), indemnify the Owner Trustee, in
its individual capacity and each of its agents for, and defend and hold them
harmless against, any loss, liability or expense incurred without gross
negligence or bad faith on their part arising out of or in connection with the
acceptance or administration of the transactions contemplated by the Trust
Agreement, including, without limitation, the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of any of their powers or duties under the Trust
Agreement (the duties of the Administrator under this paragraph shall survive
the resignation or removal of the Owner Trustee and the Administrator and the
termination of this Agreement and the Trust Agreement).
(C)
ADDITIONAL DUTIES.
(I)
IN ADDITION TO THE DUTIES OF THE
ADMINISTRATOR SET FORTH ABOVE, THE ADMINISTRATOR SHALL PERFORM SUCH CALCULATIONS
AND SHALL PREPARE OR SHALL CAUSE THE PREPARATION BY OTHER APPROPRIATE PERSONS
OF, AND SHALL EXECUTE ON BEHALF OF THE ISSUER OR THE OWNER TRUSTEE, ALL SUCH
DOCUMENTS, REPORTS, FILINGS, INSTRUMENTS, CERTIFICATES AND OPINIONS THAT THE
ISSUER OR THE OWNER TRUSTEE IS OBLIGATED TO PREPARE PURSUANT TO THE RELATED
AGREEMENTS AND AT