Common use of Insurer’s Rights Regarding Actions, Proceedings or Investigations Clause in Contracts

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements to the contrary and providing that no Insurer Default has occurred or is continuing, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originator, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuing, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originators, the a Seller, the DepositorSponsor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originator, the a Seller, the DepositorSponsor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have the Net Investment has been paid in full, all amounts owed to the Insurer have been paid in full, the this Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply, it being expressly understood that none of the following costs shall be borne by the Collateral Agent: (a) Notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, Debtor or the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of AmeriCredit, AMTN or the Servicers, the Originators, the Seller, the Depositor, the Trust Debtor or any affiliate thereof. Following notice to the Indenture TrusteeCollateral Agent, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement AmountAmounts. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, Collateral or the Owner Trust Estate, the Collateral, the Trust Property Debtor or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of AmeriCredit, AMTN or the Servicers, the Originator, the Seller, the Depositor, the Trust Debtor or any affiliate thereof, the Owner Trustee Collateral Agent hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of the Purchaser. Notwithstanding any Noteholderother provision herein or in any of the other Transaction Documents, the Collateral Agent shall not require any bond or indemnification from any Person for taking of any action at the direction of the Insurer, and the Collateral Agent shall not be liable to the Insurer or the Purchaser for any such action that conforms to the direction of the Insurer. The Collateral Agent’s reasonable out-of-pocket costs and expenses (including attorneys’ fees and expenses) with respect to any such action shall be reimbursed pursuant to Section 2.3 (iv) and (xiii) of the Security Agreement. (c) The Owner Trustee Collateral Agent hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust Debtor or the Indenture Trustee Collateral Agent on behalf of the Secured Parties as a party or that could adversely affect involves the Trust, Debtor or the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of AmeriCredit, AMTN or the Servicers, the Originators, the Seller, the Depositor, the Trust Debtor or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Transaction Documents to the contrary, the Owner Trustee Collateral Agent shall not, without the Insurer’s prior written consent, with such consent not to be unreasonably withheld, or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, Collateral or the Owner Trust Estate, the Collateral, the Trust Property Debtor or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree The Collateral Agent agrees that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Transaction Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder the Purchaser or the Owner TrusteeCollateral Agent, notwithstanding any other provision contained herein or in any of the other Basic Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s 's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the DepositorSponsor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s 's interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorServicer, the Seller, the DepositorSponsor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the DepositorSponsor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Trustee shall not, without the Insurer’s 's prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Basic Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all the Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance and Indemnity Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Insurer for cancellation, so long as no Insurer Default exists and is continuing the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, or to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Note Guaranty Insurance Policy or this Agreement or the Basic other Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s 's interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy Note Guaranty Insurance Policy, this Agreement or the Operative Agreementsother Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originator, the Seller, the DepositorTrust, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate withwith the Noteholders, the Insurer and to take such the Transferor. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Trust shall not require any bond or indemnification from any Person for taking of any action as directed by, at the direction of the Insurer, including (without limitation) entering into such agreements and settlements as the Owner Trustee shall not be liable to the Insurer or any Noteholders and the Transferor for any such action that conforms to the direction of the Insurer. The Owner Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with respect to any such action shall direct, in its sole discretion, without be reimbursed pursuant to Section 8.1 of the consent of any NoteholderTrust Agreement. (c) Any judgment or settlement entered against or affecting the Trust or the Owner Trustee, on behalf of the Noteholders, in connection with any action, proceeding or investigation shall be paid by the Trust pursuant to Section 5.01. (d) The Owner Trustee Trust hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Owner Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy Note Guaranty Insurance Policy, this Agreement or the Operative Agreementsother Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the SellerMaster Servicer, the Depositor, any of the Servicers, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements. (e) Each Residual CertificateholderNoteholder, by acceptance of its Residual CertificateNote, as appropriatethe Trust, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative DocumentsTransaction Documents and the Note Guaranty Insurance Policy, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder Noteholder, the Trust or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Class A Notes and Reimbursement Amounts have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything to the contrary in the Transaction Documents (but in all cases subject to Section 5.09(g) and (h)), without the prior written consent of the Insurer, the Owner Trustee shall not (i) remove a Servicer, (ii) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, other than with respect to the enforcement of any Mortgage Loan or any rights of the Trust thereunder or confess a judgment against the Trust, (iii) authorize the merger or consolidation of the Trust with or into any other statutory trust or other entity or convey or transfer all or substantially all of the Trust’s assets to any other Person, (iv) amend the Certificate of Trust unless required by the Delaware Trust Statute or (v) amend this Agreement in accordance with Section 10.01 of this Agreement. (b) Notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontinuing (but in all cases subject to Section 5.09(g) and (h)), the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, Estate and the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (bc) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originator, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate withwith the Insurer, and to the Certificateholders agree that the Owner Trustee on behalf of the Trust shall take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (cd) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust of which it has Actual Knowledge regarding this agreement or the Indenture Trustee any other Transaction Document. (e) Each Certificateholder, by acceptance of its Certificate, as a party or that could adversely affect the Trustappropriate, and the Owner Trust EstateTrustee agree that the Insurer shall have such rights as set forth in this Section, the Collateral, the Trust Property or the which are in addition to any rights or obligations of the Insurer hereunder pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or under the Policy approval of any Certificateholder or the Operative AgreementsOwner Trustee, including (without limitation) notwithstanding any insolvency other provision contained herein or bankruptcy proceeding in respect any of the Servicersother Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Originators, Insurer to exercise any of the Seller, the Depositor, the Trust or any affiliate thereofrights provided for herein. (df) Notwithstanding anything contained herein or in any of the other Operative Agreements Transaction Documents to the contrarycontrary (but in all cases subject to Sections 5.09(g) and (h)), the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents. (eg) Each Residual CertificateholderWith respect to the Insurer, by acceptance the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Trust Agreement, and no implied covenants or obligations with respect to the Insurer shall be read into this Trust Agreement or the other Transaction Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Insurer, and shall not be liable to any such person other than as a result of the gross negligence or willful misconduct of the Owner Trustee in the performance of its Residual Certificateexpress obligations under this Trust Agreement. (h) Whenever the Owner Trustee acts or refrains from acting pursuant to this Section 5.09, as appropriatethe Owner Trustee shall have all the rights, privileges and immunities that the Owner Trustee otherwise has under this Agreement or any other Transaction Document including, but not limited to, the right to request the Insurer provide adequate indemnity reasonably acceptable to the Bank and the Owner Trustee agree that to hold the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or Bank and the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for hereinTrustee harmless.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes and Reimbursement Amounts have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything to the contrary in the Transaction Documents (but in all cases subject to Section 5.09(g) and (h)), without the prior written consent of the Insurer, the Owner Trustee shall not (i) remove a Servicer, (ii) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, other than with respect to the enforcement of any Mortgage Loan or any rights of the Trust thereunder or confess a judgment against the Trust, (iii) authorize the merger or consolidation of the Trust with or into any other statutory trust or other entity or convey or transfer all or substantially all of the Trust’s assets to any other Person, (iv) amend the Certificate of Trust unless required by the Delaware Trust Statute or (v) amend this Agreement in accordance with Section 10.01 of this Agreement. (b) Notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontinuing (but in all cases subject to Section 5.09(g) and (h)), the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, Estate and the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (bc) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originator, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate withwith the Insurer, and to the Certificateholders agree that the Owner Trustee on behalf of the Trust shall take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (cd) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust of which it has Actual Knowledge regarding this agreement or the Indenture Trustee any other Transaction Document. (e) Each Certificateholder, by acceptance of its Certificate, as a party or that could adversely affect the Trustappropriate, and the Owner Trust EstateTrustee agree that the Insurer shall have such rights as set forth in this Section, the Collateral, the Trust Property or the which are in addition to any rights or obligations of the Insurer hereunder pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or under the Policy approval of any Certificateholder or the Operative AgreementsOwner Trustee, including (without limitation) notwithstanding any insolvency other provision contained herein or bankruptcy proceeding in respect any of the Servicersother Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Originators, Insurer to exercise any of the Seller, the Depositor, the Trust or any affiliate thereofrights provided for herein. (df) Notwithstanding anything contained herein or in any of the other Operative Agreements Transaction Documents to the contrarycontrary (but in all cases subject to Sections 5.09(g) and (h)), the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents. (eg) Each Residual CertificateholderWith respect to the Insurer, by acceptance the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Trust Agreement, and no implied covenants or obligations with respect to the Insurer shall be read into this Trust Agreement or the other Transaction Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Insurer, and shall not be liable to any such person other than as a result of the gross negligence or willful misconduct of the Owner Trustee in the performance of its Residual Certificateexpress obligations under this Trust Agreement. (h) Whenever the Owner Trustee acts or refrains from acting pursuant to this Section 5.09, as appropriatethe Owner Trustee shall have all the rights, privileges and immunities that the Owner Trustee otherwise has under this Agreement or any other Transaction Document including, but not limited to, the right to request the Insurer provide adequate indemnity reasonably acceptable to the Bank and the Owner Trustee agree that to hold the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or Bank and the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for hereinTrustee harmless.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes the Obligations have been paid in full, all amounts owed to the Insurer have been paid in full, the this Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply, it being expressly understood that none of the following costs shall be borne by the Trustee: (a) Notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, Issuer or the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersUPFC, UACC, the OriginatorsServicer, the Seller, the Depositor, the Trust Issuer or any affiliate thereof. Following notice to the Indenture Trustee, the Trust Collateral Agent and the Owner Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in amounts reimbursable to the Reimbursement AmountInsurer under Section 5.7 of the Sale and Servicing Agreement. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, Collateral or the Owner Trust Estate, the Collateral, the Trust Property Issuer or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersUPFC, UACC, the OriginatorServicer, the Seller, the Depositor, the Trust Issuer or any affiliate thereof, the Owner Trustee Trustee, the Trust Collateral Agent and the Issuer hereby agrees agree to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, discretion without the consent of the Owners. Notwithstanding any Noteholderother provision herein or in any of the other Transaction Documents, neither the Trustee nor the Trust Collateral Agent shall be liable to the Insurer or the Owners for any such action that conforms to the direction of the Insurer. The Trustee’s and the Trust’s reasonable out-of-pocket costs and expenses (including attorneys’ fees and expenses) with respect to any such action shall be reimbursed pursuant to Section 5.7 of the Sale and Servicing Agreement. (c) The Trustee, the Trust Collateral Agent, the Owner Trustee and the Issuer hereby agrees agree to provide to the Insurer prompt written notice of any action, proceeding or investigation (of which a Responsible Officer has actual knowledge) that names the Trustee, the Trust Collateral Agent, the Issuer or the Indenture Owner Trustee on behalf of the Trust Secured Parties as a party or that could adversely affect involves the Trust, Issuer or the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersUPFC, UACC, the OriginatorsServicer, the Seller, the Depositor, the Trust Issuer or any affiliate thereof. (d) Notwithstanding anything contained herein or in any So long as an Insurer Default shall not have occurred and be continuing, none of the other Operative Agreements to the contraryTrustee, the Owner Trustee shall notTrust Collateral Agent or the Issuer shall, without the Insurer’s prior written consent, which such consent not to be unreasonably withheld, or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, Collateral or the Owner Trust Estate, the Collateral, the Trust Property Issuer or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreementsother Transaction Documents. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner The Trustee agree agrees that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Transaction Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder the Trustee, the Trust Collateral Agent or the Owner TrusteeIssuer, notwithstanding any other provision contained herein or in any of the other Basic Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all the Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance and Indemnity Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Insurer for cancellation, unless an Insurer Default has occurred and is continuing, the following provisions shall apply: (a) Notwithstanding notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right on behalf of the Trust to participate in, or to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, Trust to the Owner Trust Estate, the Collateral, the Trust Property or extent relating to the rights or obligations of the Insurer hereunder or under the Note Guaranty Insurance Policy or the Basic Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s 's interests, shall be included in the Reimbursement Amount.Amounts; (b) In in connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer hereunder or under the Note Guaranty Insurance Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersTrust, the Originator, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed bywith the Noteholders, the Insurer, including (without limitation) entering into such agreements Insurer and settlements as the Insurer shall direct, in its sole discretion, without the consent of any NoteholderTransferor. (c) The Owner any judgment or settlement entered against or affecting the Trust, or the Trust Estate, on behalf of the Noteholders or the Ownership Interest, in connection with any action, proceeding or investigation shall be paid by the Indenture Trustee from the Trust Estate pursuant to Section 5.01 of the Sale and Servicing Agreement; (d) the Indenture Trustee and the Delaware Trustee on behalf of the Trust hereby agrees agree to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, Trust and of which the Owner Trust Estate, Indenture Trustee and the CollateralDelaware Trustee have actual knowledge, the Trust Property Estate or the rights or obligations of the Insurer hereunder or under the Note Guaranty Insurance Policy or the Operative Agreements, Transaction Documents including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements.; and (e) Each Residual Certificateholdereach Noteholder, by its acceptance of its Residual Certificate, as appropriatea Note, and the Owner Indenture Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Transaction Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder Noteholder or the Owner Indenture Trustee, notwithstanding any other provision contained herein or in any of the other Basic Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes Bonds have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s 's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust Issuer or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust EstateIssuer, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s 's interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorServicer, the Seller, the Depositor, the Trust Issuer or any affiliate thereof, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any NoteholderBondholder. (c) The Owner Indenture Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust Issuer or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Indenture Trustee shall not, without the Insurer’s 's prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents. (e) Each Residual CertificateholderBondholder, by acceptance of its Residual Certificate, as appropriateBond, and the Owner Indenture Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Basic Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder Bondholder or the Owner Indenture Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance and Indemnity Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding Unless an Insurer Default resulting from the failure of the Insurer to make payments under the Policy has occurred or is continuing, notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the DepositorServicer, the Trust Issuer or any affiliate thereof. Following notice to the Indenture TrusteeTrustee and subject to the preceding sentence, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust EstateIssuer, the Collateral, and the Trust PropertyFund. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originator, the Seller, the DepositorServicer, the Trust Issuer or any affiliate thereof, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Indenture Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation of which a Responsible Officer has received notice or has actual knowledge that names the Trust Issuer or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersSeller, the Originators, the SellerServicer, the Depositor, the Trust Issuer or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Transaction Documents to the contrary, the Owner Indenture Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents. (e) Each Residual CertificateholderNoteholder, by acceptance of its Residual Certificate, as appropriateNote, and the Owner Indenture Trustee agree that the Insurer shall have such rights as set forth in this SectionSection 5.15, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Transaction Documents, that the rights set forth in this Section 5.15 may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder Noteholder or the Owner Indenture Trustee, notwithstanding any other provision contained herein or in any of the other Basic Transaction Documents, and that nothing contained in this Section 5.15 shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance and Indemnity Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding Unless an Insurer Default resulting from the failure of the Insurer to make payments under the Policy has occurred or is continuing, notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the DepositorServicer, the Trust Issuer or any affiliate thereof. Following notice to the Indenture TrusteeTrustee and subject to the preceding sentence, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust EstateIssuer, the Collateral, and the Trust PropertyFund. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originator, the Seller, the DepositorServicer, the Trust Issuer or any affiliate thereof, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Indenture Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation of which a Responsible Officer has received notice or has actual knowledge that names the Trust Issuer or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsSeller, the SellerServicer, the Depositor, the Trust Issuer or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Transaction Documents to the contrary, the Owner Indenture Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents. (e) Each Residual CertificateholderNoteholder, by acceptance of its Residual Certificate, as appropriateNote, and the Owner Indenture Trustee agree that the Insurer shall have such rights as set forth in this SectionSection 5.15, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Transaction Documents, that the rights set forth in this Section 5.15 may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder Noteholder or the Owner Indenture Trustee, notwithstanding any other provision contained herein or in any of the other Basic Transaction Documents, and that nothing contained in this Section 5.15 shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes and Class N Certificates have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuing, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the SellerServicer, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, Estate and the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originator, the SellerServicer, the Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed in writing by, the Insurer, including (without limitation) entering into such agreements and settlements on behalf of the Trust as the Insurer shall directdirect in writing, in its sole discretion, without the consent of any Noteholder, provided, however, that the Owner Trustee shall have no duty or obligation of investigation in connection with the foregoing, and the Owner Trustee shall be fully protected in relying upon, acting in accordance with, or refraining from acting in accordance with, any written directions of the Insurer. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Owner Trustee as a party or that that, to the actual knowledge of the Owner Trustee or as to which the Owner Trustee has received written notice, could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the SellerServicer, the Depositor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed in writing by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting affecting, to the actual knowledge of the Owner Trustee or as to which the Owner Trustee has received written notice, the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Basic Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the related Insurer have been paid in full, the Insurance Agreement has Agreements with respect to each Insurer have terminated and the each Policy has been returned to the related Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything to the contrary in the Operative Agreements (but in all cases subject to Section 5.09(g) and (h)), (1) without the prior written consent of the Controlling Insurer, the Owner Trustee shall not (i) remove a Servicer, (ii) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, other than with respect to the enforcement of any Loan or any rights of the Trust thereunder or confess a judgment against the Trust, (iii) authorize the merger or consolidation of the Trust with or into any other statutory trust or other entity or convey or transfer all or substantially all of the Trust’s assets to any other Person or (iv) amend the Certificate of Trust unless required by the Delaware Trust Statute and (2) without the prior written consent of the Insurers, amend this Agreement in accordance with Section 10.01 of this Agreement. (b) Notwithstanding anything contained herein or in the other Operative Agreements to the contrary and providing that no Insurer Default has occurred or is continuingcontinuing (but in all cases subject to Section 5.09(g) and (h)), the Controlling Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Controlling Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer Insurers hereunder or under the related Policy or the Basic DocumentsOperative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the OriginatorsOriginator, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Controlling Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, Estate and the Collateral, and the Trust Property. All costs and expenses of the Insurer Insurers in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer Insurers or the Insurer’s Insurers’ interests, shall be included in the Reimbursement Amount. (bc) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer Insurers hereunder or under the related Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originator, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate withwith the Insurers, and to the Certificateholders agree that the Owner Trustee on behalf of the Trust shall take such action as directed by, the Controlling Insurer, including (without limitation) entering into such agreements and settlements as the Controlling Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (cd) The Owner Trustee hereby agrees to provide to the Insurer prompt Insurers written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust which it has Actual Knowledge regarding this agreement or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsAgreement. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer Insurers shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer Insurers pursuant to the other provisions of the Operative DocumentsAgreements, that the rights set forth in this Section may be exercised by the InsurerInsurers, in its their sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic DocumentsOperative Agreements, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer Insurers to exercise any of the rights provided for herein. (f) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary (but in all cases subject to §5.09(g) and (h)), the Owner Trustee shall not, without the Controlling Insurer’s prior written consent or unless directed by the Controlling Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Estate, the Collateral or the rights or obligations of the Insurers hereunder or under the Policy or the Operative Agreements. (g) With respect to the Insurers, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Trust Agreement, and no implied covenants or obligations with respect to the Insurer shall be read into this Trust Agreement or the other Operative Agreements against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Insurers, and shall not be liable to any such person other than as a result of the gross negligence or willful misconduct of the Owner Trustee in the performance of its express obligations under this Trust Agreement. (h) Whenever the Owner Trustee acts or refrains from acting pursuant to this Section 5.09, the Owner Trustee shall have all the rights, privileges and immunities that the Owner Trustee otherwise has under this Agreement or any other Operative Agreement including, but not limited to, the right to request the Insurers provide adequate indemnity reasonably acceptable to the Bank and the Owner Trustee to hold the Bank and the Owner Trustee harmless.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Class V-A-4-D Notes and Class VI-A Notes issued pursuant to the Indenture have been paid in full, all amounts owed to the related Insurer have been paid in full, the related Insurance Agreement has terminated and the related Insurance Policy has been returned to the related Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the related Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the related Insurer’s 's sole option, to institute or assume the defense of, of any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Estate or the rights or obligations of the related Insurer hereunder or under the related Insurance Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Owner Trustee, the related Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, Trust or the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the related Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the related Insurer or the related Insurer’s 's interests, shall be included in deemed reimbursable as an amount payable to the Reimbursement Amountrelated Insurer under the Insurance Agreement. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Estate or the rights or obligations of the related Insurer hereunder or under the related Insurance Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorServicer, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the related Insurer, including (without limitation) entering into such agreements and settlements as the related Insurer shall direct, in its sole discretion, without the consent of any NoteholderCertificateholder. (c) The Owner Trustee hereby agrees upon actual knowledge thereof to provide to the each Insurer prompt written notice of any action, proceeding or investigation that names the Trust, the Trust Estate or the Indenture Owner Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Estate or the rights or obligations of the related Insurer hereunder or under the related Insurance Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Trustee shall not, without the related Insurer’s 's prior written consent or unless directed by the related Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property Estate or the rights or obligations of the related Insurer hereunder or under the related Insurance Policy or the Operative AgreementsBasic Documents. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the related Insurer shall have such rights as set forth in this SectionSection 10.16, which are in addition to any rights of the related Insurer pursuant to the other provisions of the Operative Basic Documents, that the rights set forth in this Section 10.16 may be exercised by the related Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic DocumentsDocument, and that nothing contained in this Section 10.16 shall be deemed to be an obligation of the each Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Class II-A Notes issued pursuant to the Indenture have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Insurance Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, of any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer hereunder or under the Insurance Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Owner Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, Trust or the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in deemed reimbursable as an amount payable to the Reimbursement AmountInsurer under the Insurance Agreement. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer hereunder or under the Insurance Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorServicer, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any NoteholderCertificateholder. (c) The Owner Trustee hereby agrees upon actual knowledge thereof to provide to the each Insurer prompt written notice of any action, proceeding or investigation that names the Trust, the Trust Estate or the Indenture Owner Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer hereunder or under the Insurance Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer hereunder or under the Insurance Policy or the Operative AgreementsBasic Documents. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this SectionSection 10.16, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Basic Documents, that the rights set forth in this Section 10.16 may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic DocumentsDocument, and that nothing contained in this Section 10.16 shall be deemed to be an obligation of the each Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all the Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Insurer for cancellation, so long as no Insurer Default exists and is continuing the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s 's sole option, to institute or assume the defense ofof on behalf of the Trust, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Note Guaranty Insurance Policy or this Agreement or the Basic other Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust or any affiliate thereofTrust. Following notice to the Indenture Trustee and the Owner Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s 's interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy Note Guaranty Insurance Policy, this Agreement or the Operative Agreementsother Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originator, the Seller, the DepositorTrust, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any NoteholderNoteholders and the Transferor. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Trust shall not require any bond or indemnification from any Person for taking of any action at the direction of the Insurer, and the Owner Trustee shall not be liable to the Insurer or any Noteholders and the Transferor for any such action that conforms to the direction of the Insurer. The Owner Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with respect to any such action shall be reimbursed pursuant to Section 8.1 of the Trust Agreement. (c) Any judgment or settlement entered against or affecting the Trust or the Owner Trustee, on behalf of the Noteholders, in connection with any action, proceeding or investigation shall be paid by the Trust pursuant to Section 5.01. (d) The Owner Trustee Trust hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Owner Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy Note Guaranty Insurance Policy, this Agreement or the Operative Agreementsother Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the SellerMaster Servicer, the Depositor, any of the Servicers, the Trust or any affiliate thereof. (de) Notwithstanding anything contained herein or in any of the other Operative Agreements Transaction Documents to the contrary, neither the Trust nor the Owner Trustee shall notshall, without the Insurer’s 's prior written consent (which shall not be unreasonably withheld) or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Note Guaranty Insurance Policy or the Operative AgreementsTransaction Documents. (ef) Each Residual CertificateholderNoteholder, by acceptance of its Residual CertificateNote, as appropriatethe Trust, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Transaction Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder Noteholder, the Trust or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes Bonds have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuing, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorServicer, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed in writing by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any NoteholderBondholder and the Owner Trustee shall be entitled to rely on such direction and shall be fully protected in so relying. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust or any affiliate thereofthereof after a Responsible Officer of the Owner Trustee obtains actual knowledge of the occurrence of such event. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Class A Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding Unless an Insurer Default resulting from the failure of the Insurer to make payments under the Policy has occurred or is continuing, notwithstanding anything contained herein or in the other Operative Agreements to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer hereunder or under the Policy or the Basic DocumentsOperative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the DepositorMaster Servicer, the Trust Issuer or any affiliate thereof. Following notice to the Indenture TrusteeTrustee and subject to the preceding sentence, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust EstateIssuer, the Collateral, and the Trust PropertyEstate. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originator, the Seller, the DepositorMaster Servicer, the Trust Issuer or any affiliate thereof, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuing, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the OriginatorsOriginator, the Seller, the DepositorSponsor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originator, the Seller, the DepositorSponsor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the OriginatorsOriginator, the Seller, the DepositorSponsor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Basic Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s 's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the DepositorSponsor, the Trust Issuer or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust EstateIssuer, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s 's interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorServicer, the Seller, the DepositorSponsor, the Trust Issuer or any affiliate thereof, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Indenture Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust Issuer or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the DepositorSponsor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Indenture Trustee shall not, without the Insurer’s 's prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents. (e) Each Residual CertificateholderNoteholder, by acceptance of its Residual Certificate, as appropriateNote, and the Owner Indenture Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Basic Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder Noteholder or the Owner Indenture Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Class A Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything to the contrary in the Operative Agreements (but in all cases subject to Section 5.09(g) and (h)), without the prior written consent of the Insurer, the Owner Trustee shall not (i) remove a Servicer, (ii) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, other than with respect to the enforcement of any Mortgage Loan or any rights of the Trust thereunder or confess a judgment against the Trust, (iii) authorize the merger or consolidation of the Trust with or into any other statutory trust or other entity or convey or transfer all or substantially all of the Trust’s assets to any other Person, (iv) amend the Certificate of Trust unless required by the Delaware Trust Statute or (v) amend this Agreement in accordance with Section 10.01 of this Agreement. (b) Notwithstanding anything contained herein or in the other Operative Agreements to the contrary and providing that no Insurer Default has occurred or is continuingcontinuing (but in all cases subject to Section 5.09(g) and (h)), the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic DocumentsOperative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the OriginatorsOriginator, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, Estate and the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (bc) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originator, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate withwith the Insurer, and to the Certificateholders agree that the Owner Trustee on behalf of the Trust shall take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (cd) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust which it has Actual Knowledge regarding this agreement or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsAgreement. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative DocumentsAgreements, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic DocumentsOperative Agreements, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein. (f) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary (but in all cases subject to §5.09(g) and (h)), the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Estate, the Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements. (g) With respect to the Insurer, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Trust Agreement, and no implied covenants or obligations with respect to the Insurer shall be read into this Trust Agreement or the other Operative Agreements against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Insurer, and shall not be liable to any such person other than as a result of the gross negligence or willful misconduct of the Owner Trustee in the performance of its express obligations under this Trust Agreement. (h) Whenever the Owner Trustee acts or refrains from acting pursuant to this Section 5.09, the Owner Trustee shall have all the rights, privileges and immunities that the Owner Trustee otherwise has under this Agreement or any other Operative Agreement including, but not limited to, the right to request the Insurer provide adequate indemnity reasonably acceptable to the Bank and the Owner Trustee to hold the Bank and the Owner Trustee harmless.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuing, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the OriginatorsOriginator, the Seller, the DepositorSponsor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originator, the Seller, the DepositorSponsor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the OriginatorsOriginator, the Seller, the DepositorSponsor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuing, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originators, the a Seller, the DepositorSponsor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originator, the a Seller, the DepositorSponsor, the Trust or any affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicersServicer, the Originators, the a Seller, the DepositorSponsor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Basic Documents to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsBasic Documents. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Basic Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes the Obligations have been paid in full, all amounts owed to the Insurer have been paid in full, the this Insurance Agreement has terminated and the Note Policy has been returned to the Insurer for cancellation, the following provisions shall apply, it being expressly understood that none of the following costs shall be borne by the Trustee: (a) Notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, Trust or the Owner Trust Estate, the Collateral, the Trust Property Collateral or the rights or obligations of the Insurer hereunder or under the Note Policy or the Basic Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsUACC, the Seller, the Depositor, the Trust or any affiliate thereof. Following notice to the Indenture Trustee, the Trust Collateral Agent and the Owner Trustee the Insurer shall have the exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust Estate, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in amounts reimbursable to the Reimbursement AmountInsurer under Section 5.7 of the Sale and Servicing Agreement. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust Estate, the Collateral, Collateral or the Trust Property or the rights or obligations of the Insurer hereunder or under the Note Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorUACC, the Seller, the Depositor, the Trust or any affiliate thereof, the Owner Trustee Trustee, the Trust Collateral Agent and the Trust hereby agrees agree to cooperate with, and to take such action as reasonably directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, discretion without the consent of the Noteholders. The Trustee’s and the Trust’s reasonable out-of-pocket costs and expenses (including attorneys’ fees and expenses) with respect to any Noteholdersuch action shall be reimbursed pursuant to Section 5.7 of the Sale and Servicing Agreement. (c) The Owner Trust, the Trust Collateral Agent and the Trustee hereby agrees agree to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust, the Owner Trustee, the Trust Collateral Agent or the Indenture Trustee on behalf of the Secured Parties as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, involves the Trust Property or the Collateral or the rights or obligations of the Insurer hereunder or under the Note Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsUACC, the Seller, the Depositor, the Trust or any affiliate thereofthereof of which it has actual knowledge. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Transaction Documents to the contrary, none of the Owner Trust, the Trustee shall notnor the Trust Collateral Agent shall, without the Insurer’s prior written consent, with such consent not to be unreasonably withheld, or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, Collateral or the Trust Property or the rights or obligations of the Insurer hereunder or under the Note Policy or the Operative AgreementsTransaction Documents. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner The Trustee agree agrees that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Transaction Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder the Trust, the Trust Collateral Agent, or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding Unless an Insurer Default resulting from the failure of the Insurer to make payments under the Policy has occurred or is continuing, notwithstanding anything contained herein or in the other Operative Agreements to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic DocumentsOperative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the DepositorMaster Servicer, the Trust Issuer or any affiliate thereof. Following notice to the Indenture TrusteeTrustee and subject to the preceding sentence, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust EstateIssuer, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originator, the Seller, the DepositorMaster Servicer, the Trust Issuer or any affiliate thereof, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the Depositor, the Trust or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary, the Owner Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust Estate, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Operative Agreements. (e) Each Residual Certificateholder, by acceptance of its Residual Certificate, as appropriate, and the Owner Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Class A Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance and Indemnity Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding Unless an Insurer Default resulting from the failure of the Insurer to make payments under the Policy has occurred or is continuing, notwithstanding anything contained herein or in the other Operative Agreements Transaction Documents to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originators, the Seller, the DepositorServicer, the Trust Issuer or any affiliate thereof. Following notice to the Indenture TrusteeTrustee and subject to the preceding sentence, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust EstateIssuer, the Collateral, and the Trust PropertyFund. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the Originator, the Seller, the DepositorServicer, the Trust Issuer or any affiliate thereof, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Indenture Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation of which a Responsible Officer has received notice or has actual knowledge that names the Trust Issuer or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsSeller, the SellerServicer, the Depositor, the Trust Issuer or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements Transaction Documents to the contrary, the Owner Indenture Trustee shall not, without the Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Fund or the rights or obligations of the Insurer hereunder or under the Policy or the Operative AgreementsTransaction Documents. (e) Each Residual CertificateholderNoteholder, by acceptance of its Residual Certificate, as appropriateNote, and the Owner Indenture Trustee agree that the Insurer shall have such rights as set forth in this SectionSection 5.15, which are in addition to any rights of the Insurer pursuant to the other provisions of the Operative Transaction Documents, that the rights set forth in this Section 5.15 may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder Noteholder or the Owner Indenture Trustee, notwithstanding any other provision contained herein or in any of the other Basic Transaction Documents, and that nothing contained in this Section 5.15 shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein.

Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer Insurers have been paid in full, the Insurance Agreement has Agreements have terminated and the each Policy has been returned to the respective Insurer for cancellation, the following provisions shall apply: (a) Notwithstanding anything contained herein or in the other Operative Agreements to the contrary and providing that no Insurer Default has occurred or is continuingcontrary, the Controlling Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Controlling Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer Insurers hereunder or under the related Policy or the Basic DocumentsOperative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust Issuer or any affiliate thereof. Following notice to the Indenture TrusteeTrustee and subject to the preceding sentence, the Controlling Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Owner Trust EstateIssuer, the Collateral, and the Trust PropertyEstate. All costs and expenses of the Controlling Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer Insurers or the Insurer’s Insurers’ interests, shall be included in the Reimbursement Amount. (b) In connection with any action, proceeding or investigation that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer Insurers hereunder or under the related Policy or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorServicer, the Seller, the Depositor, the Trust Issuer or any affiliate thereof, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Controlling Insurer, including (without limitation) entering into such agreements and settlements as the Controlling Insurer shall direct, in its sole discretion, without the consent of any Noteholder. (c) The Owner Indenture Trustee hereby agrees to provide to the Insurer Insurers prompt written notice of any action, proceeding or investigation of which a Responsible Officer has received notice or has actual knowledge that names the Trust Issuer or the Indenture Trustee as a party or that could adversely affect the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer Insurers hereunder or under the Policy Policies or the Operative Agreements, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicers, the OriginatorsServicer, the Seller, the Depositor, the Trust Issuer or any affiliate thereof. (d) Notwithstanding anything contained herein or in any of the other Operative Agreements to the contrary, the Owner Indenture Trustee shall not, without the Controlling Insurer’s prior written consent or unless directed by the Controlling Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Owner Trust EstateIssuer, the Collateral, the Trust Property Estate or the rights or obligations of the Insurer Insurers hereunder or under the related Policy or the Operative Agreements. (e) Each Residual CertificateholderNoteholder, by acceptance of its Residual Certificate, as appropriateNote, and the Owner Indenture Trustee agree that the Insurer Insurers shall have such rights as set forth in this SectionSection 5.20, which are in addition to any rights of the Insurer Insurers pursuant to the other provisions of the Operative DocumentsAgreements, that the rights set forth in this Section 5.20 may be exercised by the Controlling Insurer, in its sole discretion, without the need for the consent or approval of any Residual Certificateholder Noteholder or the Owner Indenture Trustee, notwithstanding any other provision contained herein or in any of the other Basic DocumentsOperative Agreements, and that nothing contained in this Section 5.20 shall be deemed to be an obligation of the Insurer Insurers to exercise any of the rights provided for herein.