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);
(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 (SECTIONS 3.6 AND 3.9);
(XII)
THE IDENTIFICATION TO THE INDENTURE TRUSTEE IN
AN OFFICER'S CERTIFICATE OF A PERSON, IF ANY, WITH WHOM THE ISSUER HAS
CONTRACTED TO PERFORM ITS DUTIES UNDER THE INDENTURE (SECTION 3.7(B));
(XIII)
THE NOTIFICATION OF THE INDENTURE TRUSTEE AND
THE RATING AGENCIES OF AN EVENT OF SERVICING TERMINATION UNDER