LIEN AND SECURITY INTEREST CREATED BY THIS INDENTURE WITH
RESPECT TO SUCH PROPERTY SHALL 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, 2012 AND (II)
EVERY SIXTY (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 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 SIXTY (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
SHALL USE REASONABLE COMMERCIAL EFFORTS 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.
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(B)
THE ISSUER OR THE CO-ISSUER MAY, WITH THE PRIOR WRITTEN CONSENT OF THE
MAJORITY OF THE NOTES (OR IF THERE ARE NO NOTES OUTSTANDING, A MAJORITY OF THE
PREFERRED SHARES), CONTRACT WITH OTHER PERSONS, INCLUDING THE COLLATERAL MANAGER
OR THE TRUSTEE, FOR THE PERFORMANCE OF ACTIONS AND OBLIGATIONS TO BE PERFORMED
BY THE ISSUER OR THE CO-ISSUER, AS THE CASE MAY BE, HEREUNDER BY SUCH PERSONS
AND THE PERFORMANCE OF THE ACTIONS AND OTHER OBLIGATIONS WITH RESPECT TO THE
ASSETS OF THE NATURE SET FORTH IN THE COLLATERAL MANAGEMENT AGREEMENT BY THE
COLLATERAL MANAGER.
NOTWITHSTANDING ANY SUCH ARRANGEMENT, THE ISSUER