THE INDENTURE.
THE
ADMINISTRATIVE AGENT AGREES TO PERFORM THE DUTIES SET FORTH IN SECTION 405(B) OF
THE INDENTURE.
(B)
FACILITATION OF TRANSFER TO SUCCESSOR INDENTURE TRUSTEE.
UPON
RECEIPT OF A COPY OF THE NOTICE GIVEN BY THE INDENTURE TRUSTEE PURSUANT TO
SECTION 907 OF THE
INDENTURE, THE ADMINISTRATIVE AGENT SHALL USE REASONABLE EFFORTS TO LOCATE A
QUALIFIED SUCCESSOR TRUSTEE TO FULFILL THE DUTIES OF THE THEN CURRENT INDENTURE
TRUSTEE.
(C)
RESERVED.
(D)
THE ADMINISTRATIVE AGENT SHALL TAKE ALL ACTION REQUIRED OF IT
UNDER THE INDENTURE OR THE SERIES 2002-1 SUPPLEMENT.
ALL SUCH OBLIGATIONS OF
THE ADMINISTRATIVE AGENT SET FORTH THEREIN ARE INCORPORATED HEREIN BY REFERENCE
AND FAILURE TO TAKE ANY SUCH ACTION SHALL CONSTITUTE A BREACH OF THIS AGREEMENT.
SECTION 4.
STANDARD. OF CARE; CONFORMITY WITH APPLICABLE LAW;
LIABILITY OF ADMINISTRATIVE AGENT.
(A)
THE ADMINISTRATIVE AGENT WILL PERFORM
ITS DUTIES HEREUNDER IN ACCORDANCE WITH THE SAME STANDARD OF CARE EXERCISED BY
THE ADMINISTRATIVE AGENT IN THE CONDUCT OF SIMILAR AFFAIRS FOR ITS OWN ACCOUNT.
(B)
THE ADMINISTRATIVE AGENT WILL NOT, IN PERFORMING ITS OBLIGATIONS
HEREUNDER, TAKE ANY ACTION THAT WOULD BE IN VIOLATION OF ANY LAW, RULE OR
REGULATION THAT MAY BE APPLICABLE TO THE ADMINISTRATIVE AGENT, ITS PROPERTY OR
THE SERVICES TO BE PERFORMED HEREUNDER.
(C)
THE ADMINISTRATIVE AGENT SHALL NOT (A) BE LIABLE FOR ANY ACTION
TAKEN OR OMITTED TO BE TAKEN BY IT UNDER OR IN CONNECTION WITH THIS AGREEMENT
(EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), OR (B) BE
RESPONSIBLE IN ANY MANNER FOR ANY RECITAL, STATEMENT, REPRESENTATION OR WARRANTY
MADE BY THE ISSUER, INDENTURE TRUSTEE OR SERVICER, OR ANY OFFICER THEREOF,
CONTAINED IN THIS AGREEMENT OR IN ANY OTHER RELATED DOCUMENT, OR IN ANY
CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN,
OR RECEIVED BY THE ADMINISTRATIVE AGENT UNDER OR IN CONNECTION WITH, THIS
AGREEMENT OR IN ANY OTHER RELATED DOCUMENT, OR FOR THE VALUE OF ANY COLLATERAL
OR THE VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF
ANY RELATED DOCUMENT, OR FOR ANY FAILURE OF THE ISSUER, INDENTURE TRUSTEE OR
SERVICER OR ANY OTHER PARTY TO ANY RELATED DOCUMENT TO PERFORM ITS OBLIGATIONS
THEREUNDER EXCEPT TO THE EXTENT SET FORTH THEREIN.
THE ADMINISTRATIVE AGENT
SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY
WRITING, RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, TELEGRAM,
FACSIMILE OR OTHER DOCUMENT REASONABLY BELIEVED BY IT TO BE GENUINE AND CORRECT
AND TO HAVE BEEN SIGNED OR SENT BY THE PROPER PERSON OR PERSONS, AND UPON ADVICE
AND STATEMENTS OF LEGAL COUNSEL, INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY THE ADMINISTRATIVE AGENT.
SECTION 5.
RECORDS.
THE ADMINISTRATIVE AGENT SHALL MAINTAIN
APPROPRIATE BOOKS OF ACCOUNT AND RECORDS RELATING TO SERVICES PERFORMED
HEREUNDER, WHICH BOOKS OF ACCOUNT AND RECORDS SHALL UPON PRIOR WRITTEN NOTICE TO
THE ADMINISTRATIVE AGENT BE ACCESSIBLE FOR INSPECTION AT THE OFFICES OF THE
ADMINISTRATIVE AGENT BY THE ISSUER, THE SERVICER AND THE INDENTURE TRUSTEE, AND
THE AGENTS OF ANY OF THEM, AT SUCH INSPECTING PARTY'S EXPENSE DURING THE