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

Note Insurer's Rights Regarding Actions, Proceedings or Investigations. Following the occurrence and during a continuation of an Event of Default under the Indenture and until the Class A Notes have been paid in full, all amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, unless a Note Insurer Default has occurred and is continuing, the following provisions shall apply: (a) notwithstanding anything contained herein or in the other Transaction Documents to the contrary, the Note Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Note Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, it being understood that the Owner Trustee shall have the right to employ separate counsel in such action, proceeding or investigation. Following notice to the Owner Trustee, the Note Insurer shall have exclusive rights to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Trust Property and the Trust Estate. All costs and expenses of the Note Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer's interests, shall be included in Reimbursement Obligations; (b) in connection with any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under either the Note Guaranty Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Note Insurer, including (without limitation) entering into such agreement and settlement as the Note Insurer shall direct, in its sole discretion. The Owner Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with respect to any such action, proceeding or investigation shall be reimbursed pursuant to Section 8.1 of this Agreement; (c) any judgment or settlement entered against or affecting the Trust, the Trust Property or the Trust Estate, on behalf of the Noteholders, in connection with any action, proceeding or investigation shall be paid from the Trust Estate pursuant to Section 5.05(c) of the Indenture; (d) the Owner Trustee hereby agrees to provide the Note Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Owner Trustee as a party or that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy or the Transaction Documents including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, Transferor, the Seller or the Trust to the extent the Owner Trustee has actual knowledge of any such action, proceeding or investigation; (e) notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Owner Trustee shall not, without the Note Insurer's prior written consent or unless directed by the Note Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Property, the Trust Estate or the Rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy or the Transaction Documents; provided that the Note Insurer shall respond promptly to any such request and the Owner Trustee shall not be liable for any actions if such response is not received within ten (10) days of notice to the Note Insurer; (f) each Certificateholder, by acceptance of its Certificate, and the Owner Trustee agree that the Note Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Note Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Note Insurer, in its sole discretion, without the need for the consent or approval of any Noteholder, the Holder of the Certificate, the Indenture Trustee or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Note Insurer to exercise any of the rights provided for herein; and (g) notwithstanding any provision in herein or in any of the other Transaction Documents to the contrary, in the event that a Note Insurer Default shall have occurred and be continuing or the Class A Notes have been paid in full, and amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, the Note Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Seller, the Indenture Trustee or the Owner Trustee pursuant to the terms of this Agreement, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Seller, the Indenture Trustee, the Owner Trustee or the Noteholders or the Certificateholders.

Note Insurer's Rights Regarding Actions, Proceedings or Investigations. Following the occurrence and during a continuation of an Event of Default under the Indenture hereunder and until the Class A Notes have been paid in full, all amounts owed to the Note Insurer and reimbursement for all Swap Terminations Payments paid under the Swap Policy have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has Policies have been returned to the Note Insurer for cancellation, unless a Note Insurer Default has occurred and is continuing, the following provisions shall apply: (a) notwithstanding anything contained herein or in the other Transaction Documents to the contrary, the Note Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Note Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Policy, the Swap Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, it being understood that the Owner Trustee shall have the right to employ separate counsel in such action, proceeding or investigation. Following notice to the Owner Indenture Trustee, the Note Insurer shall have exclusive rights to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Trust Property and the Trust Estate. All costs and expenses of the Note Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer's interests, shall be included in Reimbursement Obligations; (b) in connection with any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under either the Note Guaranty Insurance Policy, the Swap Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Note Insurer, including (without limitation) entering into such agreement agreements and settlement settlements as the Note Insurer shall direct, in its sole discretion. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Indenture Trustee shall not require any bond or indemnification from any Person for taking of any action at written direction of the Note Insurer, and the Indenture Trustee shall not be liable to the Note Insurer, any Noteholder or the Holder of any Certificate for any such action that conforms to such written direction of the Note Insurer. The Owner Indenture Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with respect to any such action, proceeding or investigation shall be reimbursed pursuant to Section 8.1 of this Agreement5.05(c) hereof; (c) any judgment or settlement entered against or affecting the Trust, the Trust Property or the Trust Estate, on behalf of the Noteholders, in connection with any action, proceeding or investigation shall be paid by the Indenture Trustee from the Trust Estate pursuant to Section 5.05(c) of the Indenturehereof; (d) the Owner Indenture Trustee hereby agrees to provide to the Note Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Owner Indenture Trustee as a party or that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy, the Swap Policy or the 123 Transaction Documents including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, Transferor, the Seller or the Trust to the extent the Owner Trustee has actual knowledge of any such action, proceeding or investigationTrust; (e) notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Owner Indenture Trustee shall not, without the Note Insurer's prior written consent or unless directed by the Note Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Property, the Trust Estate or the Rights rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy, the Swap Policy or the Transaction Documents; provided that the Note Insurer shall respond promptly to any such request and the Owner Trustee shall not be liable for any actions if such response is not received within ten (10) days of notice to the Note Insurer; (f) each CertificateholderNoteholder, by acceptance of its CertificateNote, and the Owner Indenture Trustee agree that the Note Insurer shall have such rights as set forth in this SectionSection 11.14, which are in addition to any rights of the Note Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section 11.14 may be exercised by the Note Insurer, in its sole discretion, without the need for the consent or approval of any Noteholder, the Holder of the Certificate, the Indenture Trustee or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section 11.14 shall be deemed to be an obligation of the Note Insurer to exercise any of the rights provided for herein; and (g) notwithstanding any provision in this herein or in any of the other Transaction Documents to the contrary, in the event that a Note Insurer Default shall have occurred and be continuing or the Class A Notes have been paid in full, and amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, the Note Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the Trust, the Seller, the Indenture Trustee or the Owner Trustee pursuant to the terms of this AgreementIndenture, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Seller, the Indenture Trustee, the Owner Trustee or the Noteholders or the Certificateholders; provided that the consent of the Note Insurer shall be required at all times with respect to any amendment of this Indenture.

Note Insurer's Rights Regarding Actions, Proceedings or Investigations. Following the occurrence and during a continuation of an Event of Default under the Indenture and until the Class A Notes have been paid in full, all amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, unless a Note Insurer Default has occurred and is continuing, the following provisions shall apply: (a) notwithstanding anything contained herein or in the other Transaction Documents to the contrary, the Note Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Note Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, it being understood that the Owner Trustee shall have the right to employ separate counsel in such action, proceeding or investigation. Following notice to the Owner Trustee, the Note Insurer shall have exclusive rights to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Trust Property and the Trust Estate. All costs and expenses of the Note Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer's interests, shall be included in Reimbursement Obligations; (b) in connection with any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under either the Note Guaranty Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Note Insurer, including (without limitation) entering into such agreement and settlement as the Note Insurer shall direct, in its sole discretion. The Owner Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with respect to any such action, proceeding or investigation shall be reimbursed pursuant to Section 8.1 8.01 of this Agreement; (c) any judgment or settlement entered against or affecting the Trust, the Trust Property or the Trust Estate, on behalf of the Noteholders, in connection with any action, proceeding or investigation shall be paid from the Trust Estate pursuant to Section 5.05(c) of the Indenture; (d) the Owner Trustee hereby agrees to provide the Note Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Owner Trustee as a party or that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy or the Transaction Documents including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, Transferor, the Seller or the Trust to the extent the Owner Trustee has actual knowledge of any such action, proceeding or investigation; (e) notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Owner Trustee shall not, without the Note Insurer's prior written consent or unless directed by the Note Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Property, the Trust Estate or the Rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy or the Transaction Documents; provided that the Note Insurer shall respond promptly to any such request and the Owner Trustee shall not be liable for any actions if such response is not received within ten (10) days of notice to the Note Insurer; (f) each Certificateholder, by acceptance of its Certificate, and the Owner Trustee agree that the Note Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Note Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Note Insurer, in its sole discretion, without the need for the consent or approval of any Noteholder, the Holder of the Certificate, the Indenture Trustee or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Note Insurer to exercise any of the rights provided for herein; and (g) notwithstanding any provision in herein or in any of the other Transaction Documents to the contrary, in the event that a Note Insurer Default shall have occurred and be continuing or the Class A Notes have been paid in full, and amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, the Note Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Seller, the Indenture Trustee or the Owner Trustee pursuant to the terms of this Agreement, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Seller, the Indenture Trustee, the Owner Trustee or the Noteholders or the Certificateholders.

Note Insurer's Rights Regarding Actions, Proceedings or Investigations. Following Until the occurrence and during a continuation of an Event of Default under the Indenture and until the Class A Notes Noteholders have been paid in full, all amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has and Financial Guaranty Agreement have terminated and the Note Guaranty Insurance Policy has Policies have been returned to the Note Insurer for cancellation, unless a Note Insurer Default has occurred and is continuingsubject to the provisions of Section 10.14, the following provisions shall apply: (a) notwithstanding Notwithstanding anything contained herein or in the other Transaction Related Documents to the contrary, the Note Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Note 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 Trust Property, the Trust Estate Property or the rights or obligations of the Note Insurer hereunder or under the Policy Policies or the Transaction Related Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicerAdministrator, the TransferorDepositor, the Seller Trust or the Trust, it being understood that the Owner Trustee shall have the right to employ separate counsel in such action, proceeding or investigationany affiliate thereof. Following notice to the Owner Trustee, the Note Insurer shall have exclusive rights right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Trust Property and the Trust EstateProperty. All costs and expenses of the Note Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer's interests, shall be included in Reimbursement Obligations;Amount. (b) in In connection with any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate Property or the rights or obligations of the Note Insurer hereunder or under either the Note Guaranty Insurance Policy Policies or the Transaction Related Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the ServicerAdministrator, the TransferorDepositor, the Seller Trust or the Trustany affiliate thereof, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Note Insurer, including (without limitation) entering into such agreement agreements and settlement settlements as the Note Insurer shall direct, in its sole discretion, without the consent of any Noteholder or Subordinated Certificateholder. Notwithstanding any other provision herein or in any of the other Related Documents, the Trustee shall not require any bond or indemnification from any Person for taking of any action at the direction of the Note Insurer, and the Trustee shall not be liable to the Note Insurer or any Noteholder or Subordinated Certificateholder for any such action that conforms to the direction of the Note Insurer. The Owner Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with respect to any such action, proceeding or investigation action shall be reimbursed pursuant to Section 8.1 of this Agreement;4.2(a)(xi) or Section 5.8 hereof. (c) any Any judgment or settlement entered against or affecting the Trust, the Trust Property or the Trust EstateTrustee, on behalf of the Noteholders, Noteholders or the Subordinated Certificateholders in connection with any action, proceeding or investigation shall be paid by the Trustee from the Trust Estate pursuant to Section 5.05(c) of the Indenture;Property. (d) the Owner The Trustee hereby agrees to provide to the Note Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Owner Trustee as a party or that could adversely affect the Trust, the Trust Property, the Trust Estate Property or the rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy Policies or the Transaction Documents Related Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, TransferorAdministrator, the Seller or Depositor, the Trust to the extent the Owner Trustee has actual knowledge of or any such action, proceeding or investigation;affiliate thereof. (e) notwithstanding Notwithstanding anything contained herein or in any of the other Transaction Related Documents to the contrary, the Owner Trustee shall not, without the Note Insurer's prior written consent or unless directed by the Note Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Property, the Trust Estate Property or the Rights rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy Policies or the Transaction Related Documents; provided that the Note Insurer shall respond promptly to any such request and the Owner Trustee shall not be liable for any actions if such response is not received within ten (10) days of notice to the Note Insurer;. (f) each Each Noteholder or Subordinated Certificateholder, by acceptance of its CertificateNote or Certificate as the case may be, and the Owner Trustee agree that the Note Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Note Insurer pursuant to the other provisions of the Transaction Related Documents, that the rights set forth in this Section may be exercised by the Note Insurer, in its sole discretion, without the need for the consent or approval of any Noteholder, the Holder of the Certificate, the Indenture Trustee Noteholder or Subordinated Certificateholder or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Related Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Note Insurer to exercise any of the rights provided for herein; and (g) notwithstanding any provision in herein or in any of the other Transaction Documents to the contrary, in the event that a Note Insurer Default shall have occurred and be continuing or the Class A Notes have been paid in full, and amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, the Note Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Seller, the Indenture Trustee or the Owner Trustee pursuant to the terms of this Agreement, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Seller, the Indenture Trustee, the Owner Trustee or the Noteholders or the Certificateholders.

Note Insurer's Rights Regarding Actions, Proceedings or Investigations. Following the occurrence and during a continuation of an Event of Default under the Indenture hereunder and until the Class A Notes have been paid in full, all amounts owed to the Note Insurer and reimbursement for all Swap Terminations Payments paid under the Swap Policy have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has Policies have been returned to the Note Insurer for cancellation, unless a Note Insurer Default has occurred and is continuing, the following provisions shall apply: (a) notwithstanding anything contained herein or in the other Transaction Documents to the contrary, the Note Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Note Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Policy, the Swap Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, it being understood that the Owner Trustee shall have the right to employ separate counsel in such action, proceeding or investigation. Following notice to the Owner Indenture Trustee, the Note Insurer shall have exclusive rights to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Trust Property and the Trust Estate. All costs and expenses of the Note Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer's interests, shall be included in Reimbursement Obligations; (b) in connection with any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under either the Note Guaranty Insurance Policy, the Swap Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Note Insurer, including (without limitation) entering into such agreement agreements and settlement settlements as the Note Insurer shall direct, in its sole discretion. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Indenture Trustee shall not require any bond or indemnification from any Person for taking of any action at written direction of the Note Insurer, and the Indenture Trustee shall not be liable to the Note Insurer, any Noteholder or the Holder of any Certificate for any such action that conforms to such written direction of the Note Insurer. The Owner Indenture Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with respect to any such action, proceeding or investigation shall be reimbursed pursuant to Section 8.1 of this Agreement5.05(c) hereof; (c) any judgment or settlement entered against or affecting the Trust, the Trust Property or the Trust Estate, on behalf of the Noteholders, in connection with any action, proceeding or investigation shall be paid by the Indenture Trustee from the Trust Estate pursuant to Section 5.05(c) of the Indenturehereof; (d) the Owner Indenture Trustee hereby agrees to provide to the Note Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Owner Indenture Trustee as a party or that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy, the Swap Policy or the Transaction Documents including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, Transferor, the Seller or the Trust to the extent the Owner Trustee has actual knowledge of any such action, proceeding or investigationTrust; (e) notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Owner Indenture Trustee shall not, without the Note Insurer's prior written consent or unless directed by the Note Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Property, the Trust Estate or the Rights rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy, the Swap Policy or the Transaction Documents; provided that the Note Insurer shall respond promptly to any such request and the Owner Trustee shall not be liable for any actions if such response is not received within ten (10) days of notice to the Note Insurer; (f) each CertificateholderNoteholder, by acceptance of its CertificateNote, and the Owner Indenture Trustee agree that the Note Insurer shall have such rights as set forth in this SectionSection 11.14, which are in addition to any rights of the Note Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section 11.14 may be exercised by the Note Insurer, in its sole discretion, without the need for the consent or approval of any Noteholder, the Holder of the Certificate, the Indenture Trustee or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section 11.14 shall be deemed to be an obligation of the Note Insurer to exercise any of the rights provided for herein; and (g) notwithstanding any provision in this herein or in any of the other Transaction Documents to the contrary, in the event that a Note Insurer Default shall have occurred and be continuing or the Class A Notes have been paid in full, and amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, the Note Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the Trust, the Seller, the Indenture Trustee or the Owner Trustee pursuant to the terms of this AgreementIndenture, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Seller, the Indenture Trustee, the Owner Trustee or the Noteholders or the Certificateholders; provided that the consent of the Note Insurer shall be required at all times with respect to any amendment of this Indenture.

Note Insurer's Rights Regarding Actions, Proceedings or Investigations. Following the occurrence and during a continuation of an Event of Default under the Indenture hereunder and until the Class A Notes have been paid in full, all amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, unless a Note Insurer Default has occurred and is continuing, the following provisions shall apply:: 112 (a) notwithstanding anything contained herein or in the other Transaction Documents to the contrary, the Note Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Note Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, it being understood that the Owner Trustee shall have the right to employ separate counsel in such action, proceeding or investigation. Following notice to the Owner Indenture Trustee, the Note Insurer shall have exclusive rights to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Trust Property and the Trust Estate. All costs and expenses of the Note Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer's interests, shall be included in Reimbursement Obligations; (b) in connection with any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under either the Note Guaranty Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Note Insurer, including (without limitation) entering into such agreement agreements and settlement settlements as the Note Insurer shall direct, in its sole discretion. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Indenture Trustee shall not require any bond or indemnification from any Person for taking of any action at written direction of the Note Insurer, and the Indenture Trustee shall not be liable to the Note Insurer, any Noteholder or the Holder of any Certificate for any such action that conforms to such written direction of the Note Insurer. The Owner Indenture Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with respect to any such action, proceeding or investigation shall be reimbursed pursuant to Section 8.1 of this Agreement5.05(c) hereof; (c) any judgment or settlement entered against or affecting the Trust, the Trust Property or the Trust Estate, on behalf of the Noteholders, in connection with any action, proceeding or investigation shall be paid by the Indenture Trustee from the Trust Estate pursuant to Section 5.05(c) of the Indenturehereof; (d) the Owner Indenture Trustee hereby agrees to provide to the Note Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Owner Indenture Trustee as a party or that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy or the Transaction Documents including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, Transferor, the Seller or the Trust to the extent the Owner Trustee has actual knowledge of any such action, proceeding or investigationTrust; (e) notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Owner Indenture Trustee shall not, without the Note Insurer's prior written consent or unless directed by the Note Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Property, the Trust Estate or the Rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy or the Transaction Documents; provided that the Note Insurer shall respond promptly to any such request and the Owner Trustee shall not be liable for any actions if such response is not received within ten (10) days of notice to the Note Insurer; (f) each CertificateholderNoteholder, by acceptance of its CertificateNote, and the Owner Indenture Trustee agree that the Note Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Note Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Note Insurer, in its sole discretion, without the need for the consent or approval of any Noteholder, the Holder of the Certificate, the Indenture Trustee or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Note Insurer to exercise any of the rights provided for herein; and (g) notwithstanding any provision in this herein or in any of the other Transaction Documents to the contrary, in the event that a Note Insurer Default shall have occurred and be continuing or the Class A Notes have been paid in full, and amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, the Note Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the Trust, the Seller, the Indenture Trustee or the Owner Trustee pursuant to the terms of this AgreementIndenture, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Seller, the Indenture Trustee, the Owner Trustee or the Noteholders or the Certificateholders; provided that the consent of the Note Insurer shall be required at all times with respect to any amendment of this Indenture.

Note Insurer's Rights Regarding Actions, Proceedings or Investigations. Following the occurrence and during a continuation of an Event of Default under the Indenture hereunder and until the Class A Notes have been paid in full, all amounts owed to the Note Insurer and reimbursement for all Swap Terminations Payments paid under the Swap Policy have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has Policies have been returned to the Note Insurer for cancellation, unless a Note Insurer Default has occurred and is continuing, the following provisions shall apply: (a) notwithstanding anything contained herein or in the other Transaction Documents to the contrary, the Note Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Note Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the TrustIssuer, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Policy, the Swap Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, it being understood that the Owner Trustee shall have the right to employ separate counsel in such action, proceeding or investigationIssuer. Following notice to the Owner Indenture Trustee, the Note Insurer shall have exclusive rights to determine, in its sole discretion, the actions necessary to preserve and protect the TrustIssuer, the Trust Property and the Trust Estate. All costs and expenses of the Note Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer's interests, shall be included in Reimbursement Obligations; (b) in connection with any action, proceeding or investigation that could adversely affect the TrustIssuer, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under either the Note Guaranty Insurance Policy, the Swap Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the TrustIssuer, the Owner Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Note Insurer, including (without limitation) entering into such agreement agreements and settlement settlements as the Note Insurer shall direct, in its sole discretion. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Indenture Trustee shall not require any bond or indemnification from any Person for taking of any action at written direction of the Note Insurer, and the Indenture Trustee shall not be liable to the Note Insurer, any Noteholder or the Residual Interestholder for any such action that conforms to such written direction of the Note Insurer. The Owner Indenture Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with 119 2003-A Indenture respect to any such action, proceeding or investigation shall be reimbursed pursuant to Section 8.1 of this Agreement5.05(c) hereof; (c) any judgment or settlement entered against or affecting the TrustIssuer, the Trust Property or the Trust Estate, on behalf of the Noteholders, in connection with any action, proceeding or investigation shall be paid by the Indenture Trustee from the Trust Estate pursuant to Section 5.05(c) of the Indenturehereof; (d) the Owner Indenture Trustee hereby agrees to provide to the Note Insurer prompt written notice of any action, proceeding or investigation that names the Trust Issuer or the Owner Indenture Trustee as a party or that could adversely affect the TrustIssuer, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy, the Swap Policy or the Transaction Documents including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, Transferor, the Seller or the Trust to the extent the Owner Trustee has actual knowledge of any such action, proceeding or investigationIssuer; (e) notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Owner Indenture Trustee shall not, without the Note Insurer's prior written consent or unless directed by the Note Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the TrustIssuer, the Trust Property, the Trust Estate or the Rights rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy, the Swap Policy or the Transaction Documents; provided that the Note Insurer shall respond promptly to any such request and the Owner Trustee shall not be liable for any actions if such response is not received within ten (10) days of notice to the Note Insurer; (f) each CertificateholderNoteholder, by acceptance of its CertificateNote, and the Owner Indenture Trustee agree that the Note Insurer shall have such rights as set forth in this SectionSection 11.14, which are in addition to any rights of the Note Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section 11.14 may be exercised by the Note Insurer, in its sole discretion, without the need for the consent or approval of any Noteholder, the Holder of the CertificateResidual Interestholder, the Indenture Trustee or the Owner TrusteeIssuer, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section 11.14 shall be deemed to be an obligation of the Note Insurer to exercise any of the rights provided for herein; and (g) notwithstanding any provision in this herein or in any of the other Transaction Documents to the contrary, in the event that a Note Insurer Default shall have occurred and be continuing or the Class A Notes have been paid in full, and amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, the Note Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the TrustIssuer, the Seller, the Indenture Trustee or the Owner Trustee Issuer pursuant to the terms of this AgreementIndenture, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustIssuer, the Seller, the Indenture Trustee, the Owner Trustee Issuer or the Noteholders or the Certificateholders.; provided that the consent of the Note Insurer shall be required at all times with respect to any amendment of this Indenture. 120 2003-A Indenture

Note Insurer's Rights Regarding Actions, Proceedings or Investigations. Following the occurrence and during a continuation of an Event of Default under the Indenture and until the Class A Notes have been paid in full, all amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, unless a Note Insurer Default has occurred and is continuing, the following provisions shall apply: (a) notwithstanding anything contained herein or in the other Transaction Documents to the contrary, the Note Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Note Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, it being understood that the Owner Trustee shall have the right to employ separate counsel in such action, proceeding or investigation. Following notice to the Owner Trustee, the Note Insurer shall have exclusive rights to determine, in its sole discretion, the actions necessary to preserve and protect the Trust, the Trust Property and the Trust Estate. All costs and expenses of the Note Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer's interests, shall be included in Reimbursement Obligations; (b) in connection with any action, proceeding or investigation that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under either the Note Guaranty Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor, the Seller or the Trust, the Owner Trustee hereby agrees to cooperate with, and to take such action as directed by, the Note Insurer, including (without limitation) entering into such agreement and settlement as the Note Insurer shall direct, in its sole discretion. The Owner Trustee's reasonable out-of-pocket costs and expenses (including attorneys' fees and expenses) with respect to any such action, proceeding or investigation shall be reimbursed pursuant to Section 8.1 of this Agreement; (c) any judgment or settlement entered against or affecting the Trust, the Trust Property or the Trust Estate, on behalf of the Noteholders, in connection with any action, proceeding or investigation shall be paid from the Trust Estate pursuant to Section 5.05(c) of the Indenture; (d) the Owner Trustee hereby agrees to provide the Note Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Owner Trustee as a party or that could adversely affect the Trust, the Trust Property, the Trust Estate or the rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy or the Transaction Documents including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, Transferor, the Seller or the Trust to the extent the Owner Trustee has actual knowledge of any such action, proceeding or investigation; (e) notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Owner Trustee shall not, without the Note Insurer's prior written consent or unless directed by the Note Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Property, the Trust Estate or the Rights or obligations of the Note Insurer hereunder or under the Note Guaranty Insurance Policy or the Transaction Documents; provided that the Note Insurer shall respond promptly to any such request and the Owner Trustee shall not be liable for any actions if such response is not received within ten (10) days of notice to the Note Insurer; (f) the Depositor as the initial Residual Interestholder, each Certificateholder, by acceptance of its Certificate, and the Owner Trustee agree that the Note Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Note Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Note Insurer, in its sole discretion, without the need for the consent or approval of any Noteholder, the Holder of the Certificateany Residual Interestholder, the Indenture Trustee or the Owner Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Note Insurer to exercise any of the rights provided for herein; and (g) notwithstanding any provision in herein or in any of the other Transaction Documents to the contrary, in the event that a Note Insurer Default shall have occurred and be continuing or the Class A Notes have been paid in full, and amounts owed to the Note Insurer have been paid in full, the Insurance Agreement has terminated and the Note Guaranty Insurance Policy has been returned to the Note Insurer for cancellation, the Note Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Seller, the Indenture Trustee or the Owner Trustee pursuant to the terms of this Agreement, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Seller, the Indenture Trustee, the Owner Trustee or the Noteholders or the Certificateholders.