CONSENT TO EACH RATING AGENCY AND THE INSURER.
(D)
PROMPTLY AFTER THE EXECUTION OF ANY AMENDMENT OR CONSENT PURSUANT
TO SECTION 5.1(B), THE TRUST SHALL FURNISH WRITTEN NOTIFICATION OF THE SUBSTANCE
OF SUCH AMENDMENT OR CONSENT TO THE INDENTURE TRUSTEE AND EACH OF THE RATING
AGENCIES.
IT SHALL NOT BE NECESSARY FOR THE CONSENT OF THE NOTEHOLDERS PURSUANT
TO SECTION 5.1(B) TO APPROVE THE PARTICULAR FORM OF ANY PROPOSED AMENDMENT OR
CONSENT, BUT IT SHALL BE SUFFICIENT IF SUCH CONSENT SHALL APPROVE THE SUBSTANCE
THEREOF.
THE MANNER OF OBTAINING SUCH CONSENTS (AND ANY OTHER CONSENTS OF THE
NOTEHOLDERS PROVIDED FOR IN THIS AGREEMENT) AND OF EVIDENCING THE AUTHORIZATION
OF THE EXECUTION THEREOF BY THE NOTEHOLDERS SHALL BE SUBJECT TO SUCH REASONABLE
REQUIREMENTS AS THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE MAY PRESCRIBE.
(E)
PRIOR TO THE EXECUTION OF ANY AMENDMENT PURSUANT TO THIS
SECTION 5.1, THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE SHALL RECEIVE AND BE
ENTITLED TO RELY UPON (I) AN OPINION OF COUNSEL STATING THAT THE EXECUTION OF
SUCH AMENDMENT (A) IS AUTHORIZED OR PERMITTED BY THIS AGREEMENT, (B) WILL NOT
MATERIALLY ADVERSELY AFFECT THE FEDERAL OR ANY APPLICABLE TAX STATE INCOME OR
FRANCHISE TAXATION OF ANY OUTSTANDING NOTE OR ANY HOLDER THEREOF AND (C) WILL
NOT CAUSE THE TRUST TO BE TAXABLE AS A CORPORATION FOR FEDERAL OR ANY APPLICABLE
TAX STATE INCOME OR FRANCHISE TAX PURPOSES AND (II) AN OFFICER'S CERTIFICATE OF
THE SERVICER THAT ALL CONDITIONS PRECEDENT PROVIDED FOR IN THIS AGREEMENT TO THE
EXECUTION OF SUCH AMENDMENT HAVE BEEN COMPLIED WITH.
THE OWNER TRUSTEE OR THE
INDENTURE TRUSTEE MAY, BUT SHALL NOT BE OBLIGATED TO, ENTER INTO ANY SUCH
AMENDMENT WHICH AFFECTS SUCH OWNER TRUSTEE'S OR INDENTURE TRUSTEE'S OWN RIGHTS,
DUTIES OR IMMUNITIES UNDER THIS AGREEMENT OR OTHERWISE.
SECTION 5.2.
PROTECTION OF TITLE OF TRUST.
(A)
THE DEPOSITOR OR THE SERVICER, OR BOTH, SHALL AUTHORIZE AND FILE
SUCH FINANCING STATEMENTS AND CAUSE TO BE AUTHORIZED AND FILED SUCH CONTINUATION
STATEMENTS, ALL IN SUCH MANNER
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and in such places as may be required by law fully to preserve, maintain and
protect the interest of the Trust and the Indenture Trustee for the benefit of
the Noteholders and the Insurer in the Contracts and the proceeds thereof.
The
Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to
the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing
receipts for, any document filed as provided above as soon as available
following such filing.
(B)
THE DEPOSITOR SHALL NOT CHANGE (I) ITS NAME, IDENTITY OR CORPORATE
STRUCTURE IN ANY MANNER THAT WOULD MAKE ANY FINANCING STATEMENT OR CONTINUATION
STATEMENT FILED AGAINST THE DEPOSITOR BY THE DEPOSITOR OR THE SERVICER IN
ACCORDANCE WITH SECTION 5.2(A) SERIOUSLY MISLEADING WITHIN THE MEANING OF
SECTION 9-507 OF THE RELEVANT UCC OR (II) ITS JURISDICTION OF ORGANIZATION,
UNLESS, IN EACH CASE, IT SHALL HAVE GIVEN THE OWNER TRUSTEE AND THE INDENTURE
TRUSTEE AT LEAST SIXTY (60) DAYS' PRIOR WRITTEN NOTICE THEREOF AND SHALL HAVE