AGREEMENTS.
(I)
THE ADMINISTRATOR SHALL CONSULT WITH THE OWNER TRUSTEE REGARDING
THE DUTIES OF THE ISSUER OR THE OWNER TRUSTEE UNDER THE RELATED AGREEMENTS.
THE
ADMINISTRATOR SHALL MONITOR THE PERFORMANCE OF THE ISSUER AND SHALL ADVISE THE
OWNER TRUSTEE WHEN ACTION IS NECESSARY TO COMPLY WITH THE ISSUER'S OR THE OWNER
TRUSTEE'S DUTIES UNDER THE RELATED AGREEMENTS.
THE ADMINISTRATOR SHALL PREPARE
FOR EXECUTION BY THE ISSUER OR THE OWNER TRUSTEE, OR SHALL CAUSE THE PREPARATION
BY OTHER APPROPRIATE PERSONS OF, ALL SUCH DOCUMENTS, REPORTS, FILINGS,
INSTRUMENTS, CERTIFICATES AND OPINIONS THAT IT SHALL BE THE DUTY OF THE ISSUER
OR THE OWNER TRUSTEE TO PREPARE, FILE OR DELIVER PURSUANT TO THE RELATED
AGREEMENTS.
IN FURTHERANCE OF THE FOREGOING, THE ADMINISTRATOR SHALL TAKE ALL
APPROPRIATE ACTION THAT THE ISSUER, THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE
IS OBLIGATED TO TAKE PURSUANT TO THE INDENTURE, INCLUDING, WITHOUT LIMITATION,
SUCH OF THE FOREGOING AS ARE REQUIRED WITH RESPECT TO THE FOLLOWING MATTERS
UNDER THE INDENTURE (REFERENCES ARE TO SECTIONS OF THE INDENTURE):
(II)
THE DUTY TO CAUSE THE NOTE REGISTER TO BE KEPT AND TO GIVE THE
INDENTURE TRUSTEE NOTICE OF ANY APPOINTMENT OF A NEW NOTE REGISTRAR AND THE
LOCATION, OR CHANGE IN LOCATION, OF THE NOTE REGISTER (SECTION 2.5);
2
(III)
THE NOTIFICATION TO NOTEHOLDERS OF THE FINAL PRINCIPAL PAYMENT ON
THEIR NOTES (SECTION 2.8(E));
(IV)
THE PREPARATION OR OBTAINING OF THE DOCUMENTS AND INSTRUMENTS
REQUIRED FOR AUTHENTICATION OF THE NOTES AND DELIVERY OF THE SAME TO THE
INDENTURE TRUSTEE (SECTION 2.2);
(V)
THE PREPARATION, OBTAINING OR FILING OF THE INSTRUMENTS, OPINIONS,
CERTIFICATES AND OTHER DOCUMENTS REQUIRED FOR THE RELEASE OF COLLATERAL (SECTION
2.10);
(VI)
THE MAINTENANCE OF AN OFFICE OR AGENCY IN MINNEAPOLIS, MINNESOTA
WHERE THE NOTES MAY BE SURRENDERED FOR REGISTRATION OF TRANSFER OR EXCHANGE BY
THE INDENTURE TRUSTEE (SECTION 3.2) UNLESS THE PAYING AGENT IS THE INDENTURE
TRUSTEE;
(VII)
THE DUTY TO CAUSE NEWLY APPOINTED PAYING AGENTS, IF ANY, TO
DELIVER TO THE INDENTURE TRUSTEE THE INSTRUMENT SPECIFIED IN THE INDENTURE
REGARDING FUNDS HELD IN TRUST (SECTION 3.3);
(VIII)
THE DIRECTION TO THE PAYING AGENT TO DEPOSIT MONIES WITH THE
INDENTURE TRUSTEE UNLESS THE PAYING AGENT IS THE INDENTURE TRUSTEE (SECTION
3.3);
(IX)
THE OBTAINING AND PRESERVATION OF THE ISSUER'S QUALIFICATION TO
DO BUSINESS IN EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS OR SHALL BE
NECESSARY TO PROTECT THE VALIDITY AND ENFORCEABILITY OF THE INDENTURE, THE
NOTES, THE COLLATERAL AND EACH OTHER INSTRUMENT OR AGREEMENT INCLUDED IN THE
TRUST ESTATE (SECTION 3.4);
(X)
THE PREPARATION OF ALL SUPPLEMENTS AND AMENDMENTS TO THE
INDENTURE AND ALL FINANCING STATEMENTS, CONTINUATION STATEMENTS, INSTRUMENTS OF
FURTHER ASSURANCE AND OTHER INSTRUMENTS AND THE TAKING OF SUCH OTHER ACTION AS
IS NECESSARY OR ADVISABLE TO PROTECT THE TRUST ESTATE (SECTION 3.5);
(XI)
THE DELIVERY OF THE OPINION OF COUNSEL ON THE CLOSING DATE AND
THE ANNUAL DELIVERY OF OPINIONS OF COUNSEL AS TO THE TRUST ESTATE, AND THE
ANNUAL DELIVERY OF THE OFFICER'S CERTIFICATE AND CERTAIN OTHER STATEMENTS AS TO
COMPLIANCE WITH THE INDENTURE