SHALL BE A PERSON ORGANIZED AND EXISTING UNDER THE LAWS
OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF AND SHALL EXPRESSLY ASSUME,
BY AN INDENTURE SUPPLEMENTAL HERETO, EXECUTED AND DELIVERED TO THE INDENTURE
TRUSTEE, IN FORM SATISFACTORY TO THE INDENTURE TRUSTEE, AND PRIOR TO THE LATER
OF (A) THE FINAL NOTE PAYMENT DATE, AND (B) THE DATE ON WHICH ALL AMOUNTS DUE TO
THE INSURER UNDER ALL OF THE TRANSACTION DOCUMENTS HAVE BEEN PAID IN FULL AND
THE DUE AND PUNCTUAL PAYMENT OF THE PRINCIPAL OF
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AND INTEREST ON ALL NOTES AND THE PERFORMANCE OR OBSERVANCE OF EVERY AGREEMENT
AND COVENANT OF THIS INDENTURE ON THE PART OF THE ISSUER TO BE PERFORMED OR
OBSERVED, ALL AS PROVIDED HEREIN;
(II)
IMMEDIATELY AFTER GIVING EFFECT TO SUCH TRANSACTION, NO DEFAULT
OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(III)
THE RATING AGENCY CONDITION SHALL HAVE BEEN SATISFIED WITH
RESPECT TO SUCH TRANSACTION;
(IV)
THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL (AND SHALL
HAVE DELIVERED COPIES THEREOF TO THE INDENTURE TRUSTEE AND THE INSURER) TO THE
EFFECT THAT SUCH TRANSACTION WILL NOT HAVE ANY MATERIAL ADVERSE TAX CONSEQUENCE
TO THE TRUST, ANY NOTEHOLDER OR ANY CERTIFICATEHOLDER;
(V)
ANY ACTION AS IS NECESSARY TO MAINTAIN THE LIEN AND SECURITY
INTEREST CREATED BY THIS INDENTURE, AND THE PRIORITY THEREOF, SHALL HAVE BEEN
TAKEN;
(VI)
PRIOR TO THE LATER OF (A) THE FINAL NOTE PAYMENT DATE AND (B) THE
DATE ON WHICH ALL AMOUNTS DUE TO THE INSURER UNDER ALL OF THE TRANSACTION
DOCUMENT HAVE BEEN PAID IN FULL AND THE INSURER HAS GIVEN ITS PRIOR WRITTEN
CONSENT; AND
(VII)
THE ISSUER SHALL HAVE DELIVERED TO THE INDENTURE TRUSTEE AND THE
INSURER AN ISSUER'S CERTIFICATE AND AN OPINION OF COUNSEL EACH STATING THAT SUCH
CONSOLIDATION OR MERGER AND SUCH SUPPLEMENTAL INDENTURE COMPLY WITH THIS SECTION
3.10(A) AND THAT ALL CONDITIONS PRECEDENT HEREIN PROVIDED FOR RELATING TO SUCH
TRANSACTION HAVE BEEN COMPLIED WITH.
(B)
PRIOR TO THE FINAL NOTE PAYMENT DATE, THE ISSUER SHALL NOT CONVEY
OR TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS PROPERTIES OR ASSETS.
SECTION 3.11.
[RESERVED].
SECTION 3.12.
SUCCESSOR.
Upon any consolidation or merger of the Issuer in accordance with Section
3.10(a), the Person formed by or surviving such consolidation or merger (if
other than the Issuer) shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture and the other
Transaction Documents with the same effect as if such Person had been named as
the Issuer herein.
SECTION 3.13.
SERVICER'S OBLIGATION.
The Issuer shall cause the Servicer to comply with its obligations under the
Sale and Allocation Agreement and the Servicing Agreement.
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SECTION 3.14.
GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.
Except as contemplated by the Notes, this Indenture and the other Transaction
Documents, the Issuer shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or