(E) COMMINGLE ITS FUNDS
OR OTHER ASSETS WITH THOSE OF ANY OTHER PERSON, EXCEPT AS CONTEMPLATED BY THIS
INDENTURE.
SECTION 7.5
PROTECTION OF ASSETS.
(A)
THE TRUSTEE, ON BEHALF OF THE ISSUER, PURSUANT TO ANY OPINION OF
COUNSEL RECEIVED PURSUANT TO SECTION 7.5(D) SHALL EXECUTE AND DELIVER ALL SUCH
FINANCING STATEMENTS, CONTINUATION STATEMENTS, INSTRUMENTS OF FURTHER ASSURANCE
AND OTHER INSTRUMENTS, AND SHALL TAKE SUCH OTHER ACTION AS MAY BE NECESSARY OR
ADVISABLE OR DESIRABLE TO SECURE THE RIGHTS AND REMEDIES OF THE HOLDERS, THE
CLASS A-2 NOTE INSURER AND EACH HEDGE COUNTERPARTY HEREUNDER AND TO:
(I)
GRANT MORE EFFECTIVELY ALL OR ANY PORTION OF THE ASSETS;
(II)
MAINTAIN OR PRESERVE THE LIEN (AND THE PRIORITY THEREOF) OF THIS
INDENTURE OR TO CARRY OUT MORE EFFECTIVELY THE PURPOSES HEREOF;
(III)
PERFECT, PUBLISH NOTICE OF OR PROTECT THE VALIDITY OF ANY GRANT MADE
OR TO BE MADE BY THIS INDENTURE (INCLUDING, WITHOUT LIMITATION, ANY AND ALL
ACTIONS NECESSARY OR DESIRABLE AS A RESULT OF CHANGES IN LAW OR REGULATIONS);
(IV)
ENFORCE ANY OF THE PLEDGED OBLIGATIONS OR OTHER INSTRUMENTS OR PROPERTY
INCLUDED IN THE ASSETS;
(V)
PRESERVE AND DEFEND TITLE TO THE ASSETS AND THE RIGHTS OF THE TRUSTEE,
THE HOLDERS OF THE NOTES AND EACH HEDGE COUNTERPARTY IN THE ASSETS AGAINST THE
CLAIMS OF ALL PERSONS AND PARTIES; AND
(VI)
PURSUANT TO SECTIONS 11.1(A)(I)(1) AND 11.1(A)(II)(1), PAY OR CAUSE TO
BE PAID ANY AND ALL TAXES LEVIED OR ASSESSED UPON ALL OR ANY PART OF THE ASSETS.
The Issuer hereby designates the Trustee, its agent and attorney-in-fact to
execute any Financing Statement, continuation statement or other instrument
required pursuant to this Section 7.5.
The Trustee agrees that it shall from
time to time execute and cause to be filed Financing Statements and continuation
statements (it being understood that the Trustee shall be entitled to rely upon
an Opinion of Counsel described in Section 7.5(d), at the expense of the Issuer,
as to the need to file such Financing Statements and continuation statements,
the dates by which such filings are required to be made and the jurisdictions in
which such filings are required to be made).
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(B)
THE TRUSTEE SHALL NOT (I) EXCEPT IN ACCORDANCE WITH SECTION 10.10(A),
(B) OR (C) AND EXCEPT FOR PAYMENTS, DELIVERIES AND DISTRIBUTIONS OTHERWISE
EXPRESSLY PERMITTED UNDER THIS INDENTURE, REMOVE ANY PORTION OF THE ASSETS THAT
CONSISTS OF CASH OR IS EVIDENCED BY AN INSTRUMENT, CERTIFICATE OR OTHER WRITING
(A) FROM THE JURISDICTION IN WHICH IT WAS HELD AT THE DATE AS DESCRIBED IN THE
OPINION OF COUNSEL DELIVERED AT THE CLOSING DATE PURSUANT TO SECTION 3.1(D) OR
(B) FROM THE POSSESSION OF THE PERSON WHO HELD IT ON SUCH DATE OR (II) CAUSE OR
PERMIT THE CUSTODIAL ACCOUNT OR THE CUSTODIAL SECURITIES INTERMEDIARY TO BE
LOCATED IN A DIFFERENT JURISDICTION FROM THE JURISDICTION IN WHICH SUCH
SECURITIES ACCOUNTS AND CUSTODIAL SECURITIES INTERMEDIARY WERE LOCATED ON THE
CLOSING DATE, UNLESS THE TRUSTEE SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL
TO THE EFFECT THAT THE