Common use of Certain Matters Regarding the Insurer Clause in Contracts

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders or Owners are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders or Owners; provided, however, that without the consent of each Noteholder or Owner affected thereby, the Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Owners of any Notes or Residual Interest Instruments, or (iii) alter the rights of any such Owner to consent to such amendment. Notwithstanding any provision in this Agreement (except Section 4.06) to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Depositor, the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Depositor, the Owner Trustee, the Trust Agent or the Owners of the Notes or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement; and provided further, that notwithstanding the foregoing, each of the provisions in Section 4.06(a) of this Agreement shall continue to be effective notwithstanding that an Insurer Default may have occurred and be continuing.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders or Owners Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders or OwnersResidual Interestholders; provided, however, that without the consent of each Noteholder or Owner Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Owners Holders of any Notes or Residual Interest Instruments, or (iii) alter the rights of any such Owner Holder to consent to such amendment. Notwithstanding any provision in this Agreement (except Section 4.06) Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent or the Owners Holders of the Notes or the Residual Interest InstrumentsInstruments pursuant to the terms of this Indenture; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement; and provided further, that notwithstanding the foregoing, each of the provisions in Section 4.06(a) of this Agreement shall continue to be effective notwithstanding that an Insurer Default may have occurred and be continuingIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders or Owners Certificateholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders or OwnersCertificateholders; provided, however, that without the consent of each Noteholder or Owner and Certificateholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts Receivables or distributions which are required to be made on any Note or Residual Interest InstrumentCertificate, (ii) adversely affect in any material respect the interests of the Owners Holders of any Notes or Residual Interest InstrumentsCertificates, or (iii) alter the rights of any such Owner Holder to consent to such amendment. Notwithstanding any provision in this Agreement (except Section 4.06) Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Owners of the Notes Noteholders or the Residual Interest InstrumentsCertificateholders; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement; and provided further, that notwithstanding the foregoing, each of the provisions in Section 4.06(a) of this Agreement shall continue to be effective notwithstanding that an Insurer Default may have occurred and be continuingIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders Noteholders, Certificateholders or Owners Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders Noteholders, Certificateholders or OwnersResidual Interestholders; provided, however, that without the consent of each Noteholder Noteholder, Certificateholder or Owner Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Owners Holders of any Notes Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Owner Holder to consent to such amendment. Notwithstanding any provision in this Agreement (except Section 4.06) Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent or the Owners Holders of the Notes Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement; and provided further, that notwithstanding the foregoing, each of the provisions in Section 4.06(a) of this Agreement shall continue to be effective notwithstanding that an Insurer Default may have occurred and be continuingIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders Noteholders, Certificateholders or Owners Residual Interestholders are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders Noteholders, Certificateholders or OwnersResidual Interestholders; provided, however, that without the consent of each Noteholder Noteholder, Certificateholder or Owner Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Owners Holders of any Notes Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Owner Holder to consent to such amendment. Notwithstanding any provision in this Agreement (except Section 4.06) to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Depositor, the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Depositor, the Owner Trustee, the Trust Agent or the Owners Holders of the Notes Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement; and provided further, that notwithstanding the foregoing, each of the provisions in Section 4.06(a) of this Agreement shall continue to be effective notwithstanding that an Insurer Default may have occurred and be continuing.