WAS HELD AT THE DATE AS DESCRIBED IN THE
OPINION OF COUNSEL DELIVERED AT THE CLOSING DATE PURSUANT TO SECTION 3.1(D) OR
(B) FROM THE POSSESSION OF THE PERSON WHO HELD IT ON SUCH DATE OR (II) CAUSE OR
PERMIT THE CUSTODIAL ACCOUNT OR THE CUSTODIAL SECURITIES INTERMEDIARY TO BE
LOCATED IN A DIFFERENT JURISDICTION FROM THE JURISDICTION IN WHICH SUCH
SECURITIES ACCOUNTS AND CUSTODIAL SECURITIES INTERMEDIARY WERE LOCATED ON THE
CLOSING DATE, UNLESS THE TRUSTEE SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL
TO THE EFFECT THAT THE LIEN AND SECURITY INTEREST CREATED BY THIS INDENTURE WITH
RESPECT TO SUCH PROPERTY WILL CONTINUE TO BE MAINTAINED AFTER GIVING EFFECT TO
SUCH ACTION OR ACTIONS.
(C)
THE ISSUER SHALL PAY OR CAUSE TO BE PAID TAXES, IF ANY, LEVIED ON
ACCOUNT OF THE BENEFICIAL OWNERSHIP BY THE ISSUER OF ANY PLEDGED OBLIGATIONS
THAT SECURE THE NOTES.
(D)
FOR SO LONG AS THE NOTES ARE OUTSTANDING, (I) ON JULY 31, 2010 AND (II)
EVERY 60 MONTHS AFTER SUCH DATE, THE ISSUER (OR THE COLLATERAL MANAGER ON BEHALF
OF THE ISSUER) SHALL DELIVER TO THE TRUSTEE FOR THE BENEFIT OF THE TRUSTEE, THE
COLLATERAL MANAGER, EACH HEDGE COUNTERPARTY AND EACH RATING AGENCY, AT THE
EXPENSE OF THE ISSUER, AN OPINION OF COUNSEL STATING WHAT IS REQUIRED, IN THE
OPINION OF SUCH COUNSEL, AS OF THE DATE OF SUCH OPINION, TO MAINTAIN THE LIEN
AND SECURITY INTEREST CREATED BY THIS INDENTURE WITH RESPECT TO THE ASSETS, AND
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CONFIRMING THE MATTERS SET FORTH IN THE OPINION OF COUNSEL, FURNISHED PURSUANT
TO SECTION 3.1(D), WITH REGARD TO THE PERFECTION AND PRIORITY OF SUCH SECURITY
INTEREST (AND SUCH OPINION MAY LIKEWISE BE SUBJECT TO QUALIFICATIONS AND
ASSUMPTIONS SIMILAR TO THOSE SET FORTH IN THE OPINION DELIVERED PURSUANT TO
SECTION 3.1(D)); PROVIDED THAT THE ISSUER SHALL BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL WITH RESPECT TO THE FOREGOING MATTERS WITHIN 60 DAYS AFTER
ANY CHANGE IN THE JURISDICTION OF ORGANIZATION OF THE TRUSTEE; AND PROVIDED,
FURTHER, THAT A MAJORITY OF THE CONTROLLING CLASS SHALL BE ENTITLED TO DIRECT
THE ISSUER TO DELIVER AN ADDITIONAL OPINION OF COUNSEL WITH RESPECT TO THE
FOREGOING MATTERS, AT THE EXPENSE OF SUCH HOLDERS, TWICE WITHIN ANY SUCH 60
MONTH PERIOD.
SECTION 7.6
NOTICE OF ANY AMENDMENTS.
Each of the Issuer and the Co-Issuer shall give notice to the Rating Agencies
of, and satisfy the Rating Agency Condition with respect to, any amendments to
its Governing Documents.
SECTION 7.7
PERFORMANCE OF OBLIGATIONS.
(A)
EACH OF THE ISSUER AND THE CO-ISSUER SHALL NOT TAKE ANY ACTION, AND
WILL USE ITS BEST EFFORT NOT TO PERMIT ANY ACTION TO BE TAKEN BY OTHERS, THAT
WOULD RELEASE ANY PERSON FROM ANY OF SUCH PERSON'S COVENANTS OR OBLIGATIONS
UNDER ANY INSTRUMENT INCLUDED IN THE ASSETS, EXCEPT IN THE CASE OF ENFORCEMENT
ACTION TAKEN WITH RESPECT TO ANY DEFAULTED SECURITY IN ACCORDANCE WITH THE
PROVISIONS HEREOF AND AS OTHERWISE REQUIRED HEREBY.
(B)
THE ISSUER OR THE CO-ISSUER MAY, WITH THE PRIOR WRITTEN CONSENT OF