Common use of Prior Consent of Certificateholder with Respect to Certain Matters Clause in Contracts

Prior Consent of Certificateholder with Respect to Certain Matters. With respect to the following matters, the Underlying Trustee shall not take action unless (i) at least 30 days before the taking of such action, the Underlying Trustee shall have notified the Certificateholder in writing of the proposed action, (ii) the Indenture Trustee shall have consented to such action in the event any Notes are outstanding, and (iii) the Certificateholder shall not have notified the Underlying Trustee in writing prior to the 30th day after such notice is given that the Certificateholder has withheld consent or provided alternative direction. The Underlying Trustee will not have the power, except upon the direction of the Certificateholder, to: (a) initiate any claim or lawsuit by the Underlying Trust (except claims or lawsuits brought in connection with the collection of the Contracts) or compromise any action, claim or lawsuit brought by or against the Underlying Trust (except claims or lawsuits brought in connection with the collection of the Contracts); (b) amend, change, terminate or modify any Transaction Document to which the Underlying Trust is a party or exercise any voting, consent or control right under any Transaction Document to which the Underlying Trust is a party; (c) remove the Servicer under the Sale and Servicing Agreement or appoint a successor Servicer under the Sale and Servicing Agreement; (d) except as expressly provided herein (including Section 4.3) or in the Transaction Documents, sell, transfer or otherwise encumber any of the Contracts; (e) except as provided in this Agreement, dissolve, terminate or liquidate the Underlying Trust in whole or in part; (f) perform any act that a Responsible Officer of the Underlying Trustee actually knows would make it impossible to carry on the ordinary business of the Underlying Trust as described in this Agreement; (g) confess a judgment against the Underlying Trust; (h) commence a voluntary proceeding in bankruptcy relating to the Underlying Trust; (i) cause the Underlying Trust to lend any funds to any entity; (j) change the Underlying Trust’s purpose and powers from those enumerated in this Agreement; or (k) possess Underlying Trust assets or assign the Underlying Trust’s right to property for other than an Underlying Trust purpose.

Prior Consent of Certificateholder with Respect to Certain Matters. With respect to the following matters, the Underlying Trustee shall not take action unless (i) at least 30 days before any of the taking following actions without the prior written consent or written direction, as applicable, of such action, the Underlying Trustee shall have notified the Certificateholder in writing and the satisfaction of the proposed action, (ii) Approval Condition unless otherwise permitted by the Indenture Trustee shall have consented to such action in the event any Notes are outstanding, and (iii) the Certificateholder shall not have notified the Underlying Trustee in writing prior to the 30th day after such notice is given that the Certificateholder has withheld consent or provided alternative direction. The Underlying Trustee will not have the power, except upon the direction of the Certificateholder, toTransaction Documents: (a) initiate the initiation of any claim or lawsuit by the Underlying Trust (except claims or lawsuits brought in connection with and the collection compromise of the Contracts) or compromise any action, claim or lawsuit brought by or against the Underlying Trust (except claims or lawsuits brought in connection with the collection of the Contracts)Trust; (b) amendthe amendment, change, terminate termination or modify modification of any Transaction Document to which the Underlying Trust is a party or the exercise of any voting, consent or control right under any Transaction Document to which the Underlying Trust is a party; (c) remove the Servicer under the Sale and Servicing Agreement or appoint a successor Servicer under the Sale and Servicing Agreement; (d) except as expressly provided herein (including Section 4.3) or in the Transaction Documents, sell, transfer or otherwise encumber any of the Contracts; (e) except as provided in this Agreement, dissolve, terminate or liquidate the Underlying Trust in whole or in part; (f) perform any act that a Responsible Officer of the Underlying Trustee actually knows would make it impossible to carry on the ordinary business of the Underlying Trust as described in this Agreement; (g) confess a judgment against the Underlying Trust; (h) commence a voluntary proceeding in bankruptcy relating to the Underlying Trust; (i) cause the Underlying Trust to lend any funds to any entity; (j) change the Underlying Trust’s purpose and powers from those enumerated in this Agreement; or (k) possess Underlying Trust assets or assign the Underlying Trust’s right to property for other than an a Underlying Trust purpose.