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 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.

Certain Matters Regarding the Insurer. So long as an If no 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 the Certificateholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders or OwnersCertificateholders, and the Noteholders and the Certificateholders may only exercise such voting rights with the prior written consent of the Insurer; provided, however, that 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 requires 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 consent of the Owners Holder of any Notes or Residual Interest Instruments, or (iii) alter the rights of any such Owner to consent to each Outstanding Note adversely affected by such amendment. Notwithstanding any provision in other provisions of this Agreement Indenture to the contrary, in the event if 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 TrustIssuer, the Depositor, the Owner Indenture Trustee or the Trust Agent Owner Trustee 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 TrustIssuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Trust Agent Noteholders 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 AgreementCertificateholders.

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 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 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 AgreementIndenture.

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 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 Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

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 Certificates Instruments, or (iii) alter the rights of any such Owner Holder to consent to such amendment. Notwithstanding any provision in this Agreement 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 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 AgreementIndenture.

Certain Matters Regarding the Insurer. (a) So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rightsrights (other than to receive payments), 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 Certificates Instruments, or (iii) alter the rights of any such Owner Holder to consent to such amendment. . (b) Notwithstanding any provision in this Agreement 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 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 Owner Indenture 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.Owner

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 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 Instruments; provided, that Instruments pursuant to the consent of the Insurer shall be required at all times with respect to any amendment terms of this AgreementIndenture.

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, subject to any rights specifically granted to Noteholders or Owners; provided, however, that without the consent in respect of each Noteholder or Owner affected thereby, the Insurer shall not exercise such rights amendments 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 pursuant 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 amendmentSection 11.01. Notwithstanding any provision in this Agreement 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, Depositor or 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 Trustee or the Owners holders of the Notes or the Residual Interest InstrumentsNotes; provided, that the consent of the Insurer shall be required at all times (which consent, so long as an Insurer Default has occurred and is continuing, shall not be unreasonably withheld) with respect to any amendment of this Agreement.

Certain Matters Regarding the Insurer. So long as an If no Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Class A Noteholders or Owners are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders or OwnersClass A Noteholders; providedPROVIDED, howeverHOWEVER, that that, without the consent of each Class A Noteholder or Owner affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (ia) 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 InstrumentClass A Note, (iib) adversely affect in any material respect the interests of the Owners Holders of any Class A Notes or Residual Interest Instruments, or (iiic) alter the rights of any such Owner Class A Holder to consent to such amendment. Notwithstanding any provision in of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have has occurred and be is 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 TrustIssuer, 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 TrustIssuer, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent or the Owners of the Notes or the Residual Interest InstrumentsClass A Noteholders; providedPROVIDED, HOWEVER, that (i) the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture and (ii) the Insurer shall be entitled to receive notices hereunder at all times whether or not an Insurer Default has occurred.

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 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 -58- 64 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 Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an If no 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 the Certificateholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders or OwnersCertificateholders, and the Noteholders and the Certificateholders may only exercise such voting rights with the prior written consent of the Insurer; provided, however, that 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 requires 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 consent of the Owners Holder of any Notes or Residual Interest Instruments, or (iii) alter the rights of any such Owner to consent to each Outstanding Note adversely affected by such amendment. Notwithstanding any provision in other provisions of this Agreement Indenture to the contrary, in the event if 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 TrustIssuer, the Depositor, the Owner Indenture Trustee or the Trust Agent Owner Trustee 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 TrustIssuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Trust Agent Noteholders 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 AgreementCertificateholders.

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 76 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 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 AgreementIndenture.

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 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 Holders, 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.

Certain Matters Regarding the Insurer. So long as an If no 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 the Certificateholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders or OwnersCertificateholders, and the Noteholders and the Certificateholders may only exercise such voting rights with the prior written consent of the Insurer; provided, however, that 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 requires 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 consent of the Owners Holder of any Notes or Residual Interest Instruments, or (iii) alter the rights of any such Owner to consent to each Outstanding Note adversely affected by such amendment. Notwithstanding any provision in other provisions of this Agreement Indenture to the contrary, in the event if 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 TrustIssuer, the Depositor, the Owner Indenture Trustee or the Trust Agent Owner Trustee 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 TrustIssuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Trust Agent Noteholders 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 AgreementCertificateholders.

Certain Matters Regarding the Insurer. So long as an If no 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 AgreementIndenture, without any consent of such Noteholders or OwnersNoteholders; providedPROVIDED, howeverHOWEVER, that that, without the consent of each Noteholder or Owner 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 InstrumentNote, (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 of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have has occurred and be is 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 TrustIssuer, 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 TrustIssuer, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent or the Owners of the Notes or the Residual Interest InstrumentsNoteholders; providedPROVIDED, HOWEVER, that (i) the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture and (ii) the Insurer shall be entitled to receive notices hereunder at all times whether or not an Insurer Default has occurred.

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, subject to any rights specifically granted to Noteholders or Owners; provided, however, that without the consent in respect of each Noteholder or Owner affected thereby, the Insurer shall not exercise such rights amendments 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 pursuant 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 amendmentSection 11.01. Notwithstanding any provision in this Agreement 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, Depositor or 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 Trustee or the Owners holders of the Notes or the Residual Interest InstrumentsNotes; provided, that the consent of the Insurer shall be required at all times (which -------- consent, so long as an Insurer Default has occurred and is continuing, shall not be unreasonably withheld) with respect to any amendment of this Agreement.

Certain Matters Regarding the Insurer. So long as an If no 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 the Certificateholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders or OwnersCertificateholders; provided, however, that 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 or distributions which are required to be made on any Note or Residual Interest Instrument, Certificate or (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 Holder to consent to such amendment. Notwithstanding any provision in of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have has occurred and be is 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 TrustIssuer, 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 TrustIssuer, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Noteholders or the Owners of the Notes or the Residual Interest InstrumentsCertificateholders; provided, however, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So Except as ------------------------------------- otherwise provided herein, so long as an no 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 the Certificateholders are entitled to exercise pursuant to this Agreementthe Basic Documents, without any consent of such Noteholders or OwnersCertificateholders and the Noteholders and the Certificateholders may only exercise such voting rights with the prior written consent of the Insurer; provided, however, that 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 requires 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 consent of the Owners Holder of any Notes or Residual Interest Instruments, or (iii) alter the rights of any such Owner to consent to each Outstanding Note adversely affected by such amendment. Notwithstanding any provision in other provisions of this Agreement Indenture to the contrary, in the event if 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 TrustIssuer, the Depositor, the Owner Indenture Trustee or the Trust Agent Owner Trustee 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 TrustIssuer, the DepositorIndenture Trustee, the Owner Trustee, the Trust Agent Noteholders or the Owners of the Notes or the Residual Interest InstrumentsCertificateholders; provided, however, that no supplemental indenture pursuant to Section 9.01 or 9.02 of this Indenture will be permitted without the consent of the Insurer shall if such supplemental indenture would reasonably be required at all times with respect expected to any amendment materially adversely affect the interests of this Agreementthe Insurer.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Note Insurer shall have the right to exercise all rights, including voting rights, which that the Noteholders or Owners Certificateholders are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders or OwnersCertificateholders; provided, however, that without the consent of each Noteholder or Owner affected therebyCertificateholder, the Note Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Contracts or distributions which are Receivables, payments that shall be required to be made on any Note Certificate or Residual Note, or yield on the Certificates or the Class A Interest InstrumentRate, (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 to the contrary, in the event if an Insurer Default shall have has occurred and be is continuing, the Note Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the TrustPAC, Paragon Auto, the Depositor, Trust or the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustPAC, the Depositor, the Owner TrusteeParagon Auto, the Trust Agent or the Owners Owner Trustee or the Holders of the Notes Notes, or the Residual Interest InstrumentsCertificates; provided, however, that the consent of the Note Insurer shall be required at all times with respect to any amendment of this AgreementAgreement (which shall not be unreasonably withheld) to the extent provided in Section 11.1.

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 AgreementIndenture, without any consent of such Noteholders or OwnersNoteholders; provided, however, provided that without the consent of each Noteholder or Owner 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 InstrumentNote, (ii) adversely ad- versely affect in any material respect the interests of any of the Owners of any Notes or Residual Interest InstrumentsNoteholders, or (iii) alter the rights of any such Owner Noteholder to consent to such amendment. Notwithstanding any provision in this Agreement 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 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 or the Residual Interest InstrumentsNoteholders; provided, provided that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

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 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 Co-Owner Trustee 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 Co-Owner Trustee or the Owners of Holders, 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.

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 AgreementIndenture, without any consent of such Noteholders or OwnersNoteholders; provided, however, provided that without the consent of each Noteholder or Owner 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 InstrumentNote, (ii) adversely affect in any material respect the interests of any of the Owners of any Notes or Residual Interest InstrumentsNoteholders, or (iii) alter the rights of any such Owner Noteholder to consent to such amendmentamendment or (iv) not be permitted under Section 9.02 herein. Notwithstanding any provision in this Agreement 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 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 or the Residual Interest InstrumentsNoteholders; provided, provided that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

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 OwnersNoteholders; provided, however, provided 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 InstrumentNote, (ii) adversely affect in any material respect the interests of the Owners Holders of any Notes or Residual Interest InstrumentsNotes, or (iii) alter the rights of any such Owner Holder to consent to such amendment. Notwithstanding any provision in this Agreement 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, Depositor or 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 Trustee or the Owners Holders of the Notes or the Residual Interest InstrumentsNotes; provided, that the consent of the Insurer shall be required at all times with respect during which (i) the Notes are Outstanding or any amounts owed to the Insurer under the Insurance Agreement or any amendment of this Agreementthe Basic Documents remains unpaid or a claim could be made under the Insurance Policy.

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 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 Owner Trustee or the Trust Agent Co-Owner Trustee 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 Owner Trustee, the Trust Agent Co-Owner Trustee or the Owners of Holders, 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 AgreementIndenture.

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 76 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 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 AgreementIndenture.

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 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 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 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 AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuingcontinuing and the Policy shall be in effect, 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 Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuingcontinuing or the Policy shall have terminated in accordance with its terms, 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.Indenture. [next page is signature page]

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 OwnersNoteholders; provided, however, provided 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 InstrumentNote, (ii) adversely affect in any material respect the interests of the Owners Holders of any Notes or Residual Interest InstrumentsNotes, or (iii) alter the rights of any such Owner Holder to consent to such amendment. Notwithstanding any provision in this Agreement 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, Depositor or 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 Trustee or the Owners Holders of the Notes or the Residual Interest InstrumentsNotes; provided, that the consent of the Insurer shall be required at all times the Notes are Outstanding and an Insurer Default has not occurred and is not continuing with respect to any amendment of this Agreement.