SECURITIES
INTERMEDIARY AND TO CAUSE THE ACCOUNTS TO BE ESTABLISHED AND MAINTAINED WITH
SUCH SUCCESSOR SECURITIES INTERMEDIARY IN ACCORDANCE WITH THE TERMS HEREOF; AND
THE RESPONSIBILITIES AND DUTIES OF THE RETIRING SECURITIES INTERMEDIARY
HEREUNDER SHALL REMAIN IN EFFECT UNTIL ALL OF THE COLLATERAL CREDITED TO THE
ACCOUNTS HELD BY SUCH RETIRING SECURITIES INTERMEDIARY HAVE BEEN
35
TRANSFERRED TO SUCH SUCCESSOR.
ANY CORPORATION INTO WHICH THE SECURITIES
INTERMEDIARY MAY BE MERGED OR CONVERTED OR WITH WHICH IT MAY BE CONSOLIDATED, OR
ANY CORPORATION RESULTING FROM SUCH MERGER, CONSOLIDATION OR CONVERSION TO WHICH
THE SECURITIES INTERMEDIARY SHALL BE A PARTY, SHALL BE THE SUCCESSOR OF THE
SECURITIES INTERMEDIARY HEREUNDER, WITHOUT THE EXECUTION OR FILING OF ANY
FURTHER ACT ON THE PART OF THE PARTIES HERETO OR SUCH SECURITIES INTERMEDIARY OR
SUCH SUCCESSOR CORPORATION.
SECTION 3.10.
POLICY MATTERS.
(A)
THE INDENTURE TRUSTEE HEREBY AGREES ON
BEHALF OF THE CLASS A NOTEHOLDERS (AND EACH CLASS A NOTEHOLDER, BY ITS
ACCEPTANCE OF ITS CLASS A NOTES, SHALL AGREE) FOR THE BENEFIT OF THE INSURER,
THAT THE INDENTURE TRUSTEE SHALL RECOGNIZE THAT TO THE EXTENT THE INSURER MAKES
A PAYMENT UNDER THE POLICY, EITHER DIRECTLY OR INDIRECTLY (BY PAYING THROUGH THE
INDENTURE TRUSTEE) TO THE CLASS A NOTEHOLDERS, THE INSURER WILL BE ENTITLED TO
BE SUBROGATED TO THE RIGHTS OF THE CLASS A NOTEHOLDERS TO THE EXTENT OF SUCH
PAYMENT MADE UNDER THE POLICY.
ANY RIGHTS OF SUBROGATION ACQUIRED BY THE
INSURER AS A RESULT OF ANY PAYMENT MADE UNDER THE POLICY SHALL, IN ALL RESPECTS,
BE SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO THE PRIOR INDEFEASIBLE PAYMENT
IN FULL OF ALL AMOUNTS DUE UNDER THE CLASS A NOTES.
(B)
THE INDENTURE TRUSTEE, FOR ITSELF AND ON
BEHALF OF THE NOTEHOLDERS, HEREBY AGREES THAT THE INSURER MAY AT ANY TIME DURING
THE CONTINUATION OF ANY PROCEEDING RELATING TO A FINAL ORDER, PROVIDED THAT NO
INSURER DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, DIRECT ALL MATTERS
RELATING TO SUCH FINAL ORDER, INCLUDING, WITHOUT LIMITATION, THE DIRECTION OF
ANY APPEAL OF ANY ORDER RELATING TO SUCH FINAL ORDER AND THE POSTING OF ANY
SURETY, SUPERSEDEAS OR PERFORMANCE BOND PENDING ANY SUCH APPEAL.
IN ADDITION
AND WITHOUT LIMITATION OF THE FOREGOING, THE INSURER SHALL BE SUBROGATED, TO THE
EXTENT OF ANY PAYMENTS MADE UNDER THE POLICY RELATING TO A FINAL ORDER, TO THE
RIGHTS OF THE DEPOSITOR, THE SERVICER, THE SELLER, THE TRUST, THE INDENTURE
TRUSTEE AND THE CLASS A NOTEHOLDERS IN THE CONDUCT OF ANY PREFERENCE CLAIM
RELATING TO A FINAL ORDER, INCLUDING, WITHOUT LIMITATION, ALL RIGHTS OF ANY
PARTY TO ANY ADVERSARIAL PROCEEDING OR ACTION WITH RESPECT TO ANY COURT ORDER
ISSUED IN CONNECTION WITH ANY SUCH PREFERENCE CLAIM; PROVIDED, THAT SUCH
SUBROGATION RIGHTS SHALL REMAIN SUBJECT TO THE LAST SENTENCE OF PARAGRAPH (A) OF
THIS SECTION 3.10.
ARTICLE IV
THE DEPOSITOR
SECTION 4.1.
REPRESENTATIONS AND WARRANTIES OF
THE DEPOSITOR.
The Depositor makes the following representations and warranties on which the
Trust shall be deemed to have relied in accepting the Trust Property.
The
representations