(SECTIONS 3.6 AND 3.9);
(XII)
THE IDENTIFICATION TO THE INDENTURE TRUSTEE IN AN OFFICER'S
CERTIFICATE OF A PERSON, IF ANY, WITH WHOM THE ISSUER HAS CONTRACTED TO PERFORM
ITS DUTIES UNDER THE INDENTURE (SECTION 3.7(B));
(XIII)
THE NOTIFICATION OF THE INDENTURE TRUSTEE AND THE RATING AGENCIES
OF AN EVENT OF SERVICING TERMINATION UNDER 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);
3
(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