OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN
AND THOSE APPLICABLE TO A SECURITIES INTERMEDIARY UNDER THE RELEVANT UCC (AND
THE SECURITIES INTERMEDIARY SHALL BE ENTITLED TO ALL OF THE PROTECTIONS
AVAILABLE TO A SECURITIES INTERMEDIARY UNDER THE RELEVANT UCC).
WITHOUT
LIMITING THE FOREGOING, NOTHING HEREIN SHALL IMPLY OR IMPOSE UPON THE SECURITIES
INTERMEDIARY ANY DUTIES OF A FIDUCIARY NATURE.
(E)
THE SECURITIES INTERMEDIARY MAY AT ANY TIME RESIGN BY NOTICE TO
THE INDENTURE TRUSTEE AND MAY AT ANY TIME BE REMOVED BY NOTICE FROM THE
INDENTURE TRUSTEE; PROVIDED, HOWEVER, THAT IT SHALL BE THE RESPONSIBILITY OF THE
INDENTURE TRUSTEE TO APPOINT A SUCCESSOR 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
37
Collateral credited to the Accounts held by such retiring Securities
Intermediary have been 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