UNDER, THE CHARTER DOCUMENTS
OR BYLAWS OF THE INDENTURE TRUSTEE;
(E)
NO PROCEEDINGS.
THERE ARE NO PROCEEDINGS OR INVESTIGATIONS TO
WHICH THE INDENTURE TRUSTEE IS A PARTY PENDING, OR, TO THE KNOWLEDGE OF THE
INDENTURE TRUSTEE, THREATENED, BEFORE ANY COURT, REGULATORY BODY, ADMINISTRATIVE
AGENCY OR OTHER TRIBUNAL OR GOVERNMENTAL AUTHORITY (A) ASSERTING THE INVALIDITY
OF THIS INDENTURE OR THE NOTES, (B) SEEKING TO PREVENT THE ISSUANCE OF THE NOTES
OR THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE OR
(C) SEEKING ANY DETERMINATION OR RULING THAT WOULD MATERIALLY AND ADVERSELY
AFFECT THE PERFORMANCE BY THE INDENTURE TRUSTEE OF ITS OBLIGATIONS UNDER, OR THE
VALIDITY OR ENFORCEABILITY OF, THIS INDENTURE OR THE NOTES; AND
(F)
APPROVALS.
NEITHER THE EXECUTION OR DELIVERY BY THE INDENTURE
TRUSTEE OF THIS INDENTURE NOR THE CONSUMMATION OF THE TRANSACTIONS BY THE
INDENTURE TRUSTEE CONTEMPLATED HEREBY REQUIRES THE CONSENT OR APPROVAL OF, THE
GIVING OF NOTICE TO, THE REGISTRATION WITH OR THE TAKING OF ANY OTHER ACTION
WITH RESPECT TO ANY GOVERNMENTAL AUTHORITY UNDER ANY EXISTING FEDERAL OR STATE
OF NEW YORK LAW GOVERNING THE BANKING OR TRUST POWERS OF THE INDENTURE TRUSTEE.
62
(G)
SECURITIES ACCOUNTS.
(I) THE INDENTURE TRUSTEE IS A BANK WHICH
REGULARLY ACCEPTS IN THE ORDINARY COURSE OF ITS BUSINESS SECURITIES OF THE SAME
TYPE AS THE APPLICABLE COLLATERAL AS A CUSTODIAL SERVICE FOR ITS CUSTOMERS AND
MAINTAINS IN THE STATE OF NEW YORK DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS FOR
ITS CUSTOMERS; (II) THE INDENTURE TRUSTEE WILL AT ALL TIMES BE ACTING SOLELY IN
THE CAPACITY OF A SECURITIES INTERMEDIARY WITH RESPECT TO ITEMS OF COLLATERAL
IDENTIFIED ON ITS BOOKS AND RECORDS; (III) THE INDENTURE TRUSTEE WILL MAINTAIN
ITS OFFICES AND BOOKS AND RECORDS WITH RESPECT TO ITS SECURITIES ACCOUNTS IN THE
STATE OF NEW YORK; (IV) THE INDENTURE TRUSTEE WILL AT ALL TIMES MAINTAIN AN
ACCOUNT WITH AND BE A MEMBER OF THE FEDERAL RESERVE BANK; AND (V) THE INDENTURE
TRUSTEE WILL ACT IN ACCORDANCE WITH, AND FULFILL ITS OBLIGATIONS UNDER THE TERMS
OF THIS INDENTURE AND ANY SUPPLEMENT HERETO, ON ITS PART TO BE PERFORMED OR
OBSERVED, INCLUDING, WITHOUT LIMITATION, CREDITING EACH FINANCIAL ASSET (AS
DEFINED IN SECTION 8-102(A)(9) OF THE NEW YORK UCC) AND ANY OTHER PROPERTY IT
RECEIVES IN ACCORDANCE THEREUNDER TO THE APPROPRIATE SECURITIES ACCOUNT.
SECTION 912.
INDENTURE TRUSTEE OFFICES.
THE INDENTURE TRUSTEE SHALL MAINTAIN
IN THE STATE OF NEW YORK AN OFFICE OR OFFICES OR AGENCY OR AGENCIES WHERE NOTES
MAY BE SURRENDERED FOR REGISTRATION OF TRANSFER OR EXCHANGE, WHICH OFFICE SHALL
INITIALLY BE LOCATED AT 101 BARCLAY STREET, NEW YORK, NEW YORK 10286, AND SHALL
PROMPTLY NOTIFY THE ISSUER, THE SERVICER AND THE NOTEHOLDERS OF ANY CHANGE OF
SUCH LOCATION.
SECTION 913.
NOTICE OF EVENT OF DEFAULT.
IF THE INDENTURE TRUSTEE SHALL HAVE
ACTUAL KNOWLEDGE OF AN EVENT OF DEFAULT WITH RESPECT TO ANY SERIES, THE
INDENTURE TRUSTEE SHALL GIVE PROMPT WRITTEN NOTICE THEREOF TO THE NOTEHOLDERS
AND ANY SERIES ENHANCER OF SUCH SERIES.
FOR ALL PURPOSES OF THIS INDENTURE, IN
THE