Common use of Prior Notice to Owners Clause in Contracts

Prior Notice to Owners. with Respect to Certain Matters; ------------------------------------------------------- Covenants. (a) With respect to the following matters, the Owner Trustee shall --------- not take action, and the Owners shall not direct the Owner Trustee to take any action, unless at least [30] days before the taking of such action, the Owner Trustee shall have notified the Owners [and the Securities Insurer] in writing of the proposed action and [ (i) the Securities Insurer shall have consented thereto and (ii)] the Owners shall not have notified the Owner Trustee in writing prior to the [30th] day after such notice is given that such Owners have withheld consent or the Owners have provided alternative direction [(any direction by the Owners shall require the prior consent of the Securities Insurer)]: (i) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Assets) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Assets); (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (iii) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder [or the Securities Insurer] is required; (iv) the appointment pursuant to the Indenture of a successor Note Registrar[, Paying Agent] or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or to the assignment by the Note Registrar[, Paying Agent] or Indenture the consent Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (v) the consent to the calling or waiver of any default of any Basic Document; (vi) the consent to the assignment by the Indenture Trustee, the Master Servicer or Servicer of their respective obligations under any Basic Document; (vii) except as provided in Article IX hereof, dissolve, ---------- terminate or liquidate the Trust in whole or in part; (viii) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (ix) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Indenture; (x) do any act that conflicts with any other Basic Document; (xi) do any act which would make it impossible to carry on the ordinary business of the Trust; (xii) confess a judgment against the Trust; (xiii) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (xiv) cause the Trust to lend any funds to any entity; or (xv) change the Trust's purpose and powers from those set forth in this Agreement. (b) Notwithstanding any provision of Section 4.1(a), the Owner -------------- Trustee on behalf of the Trust agrees to abide by the following restrictions: (i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness; (ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity in which it is not currently engaged other as contemplated by the Basic Documents and related documentation; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents and related documentation; and (v) other than as contemplated by the Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Company. (c) The Owner Trustee on behalf of the Trust shall: (i) maintain the Trust's books and records separate from any other person or entity; (ii) maintain the Trust's bank accounts separate from any other person or entity; (iii) not commingle the Trust's assets with those of any other person or entity; (iv) conduct the Trust's own business in its own name; (v) other than as contemplated by the Basic Documents and related documentation, pay the Trust's own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Business Trust Statute; (vii) enter into transactions with Affiliates or the Company only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm's length transaction with a person or entity that is not an Affiliate; (viii) not guarantee or become obligated for the debts of any other entity or person; (ix) not hold out the Trust's credit as being available to satisfy the obligation of any other person or entity; (x) not acquire the obligations or securities of the Trust's Affiliates or the Company; (xi) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xii) other than as contemplated by the Basic Documents and related documentation, not pledge the Trust's assets for the benefit of any other person or entity; (xiii) hold the Trust out as a separate entity and conduct any business only in its own name; (xiv) correct any known misunderstanding regarding the Trust's separate identity; (xv) not identify the Trust as a division of any other person or entity; and (xvi) maintain appropriate minutes or other records of appropriate actions and shall maintain its office separate from the office of the Company, the Depositor and the Master Servicer. So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.1 without the prior ----------- written consent of 100% of the Voting Interests of the Notes and the consent of each Rating Agency, in addition to the requirements under Section 11.1. ------------ (d) The Owner Trustee shall not have the power, except upon the direction of the Owners [with the consent of the Securities Insurer or upon the direction of the Securities Insurer], and, subject to Section 11.18 of the ------------- Indenture, 100% of the Noteholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Master Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement ----------------- remain in effect [and no Securities Insurer Default exists,] no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Prior Notice to Owners. with Respect to Certain Matters; ------------------------------------------------------- Covenants. (a) With respect to the following matters, the Owner Trustee shall --------- not take action, and the Owners shall not direct the Owner Trustee to take any action, unless at least [30] days before the taking of such action, the Owner Trustee shall have notified the Owners [and the Securities Insurer] in writing of the proposed action and [ (i) the Securities Insurer shall have consented thereto and (ii)] the Owners shall not have notified the Owner Trustee in writing prior to the [30th] day after such notice is given that such Owners have withheld consent or the Owners have provided alternative direction [(any direction by the Owners shall require the prior consent of the Securities Insurer)]: (i) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Assets) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Assets); (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (iii) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder [or the Securities Insurer] is required; (iv) the appointment pursuant to the Indenture of a successor Note Registrar[, Paying Agent] or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar[, Paying Agent] or Indenture the consent Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (v) the consent to the calling or waiver of any default of any Basic Document; (vi) the consent to the assignment by the Indenture Trustee, the Master Servicer or Servicer of their respective obligations under any Basic Document; (vii) except as provided in Article IX hereof, dissolve, ---------- terminate or liquidate the Trust in whole or in part; (viii) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (ix) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Indenture; (x) do any act that conflicts with any other Basic Document; (xi) do any act which would make it impossible to carry on the ordinary business of the Trust; (xii) confess a judgment against the Trust; (xiii) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (xiv) cause the Trust to lend any funds to any entity; or (xv) change the Trust's purpose and powers from those set forth in this Agreement. (b) Notwithstanding any provision of Section 4.1(a), the Owner Trustee -------------- Trustee on behalf of the Trust agrees to abide by the following restrictions: (i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness; (ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity in which it is not currently engaged other as contemplated by the Basic Documents and related documentation; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents and related documentation; and (v) other than as contemplated by the Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Company. (c) The Owner Trustee on behalf of the Trust shall: (i) maintain the Trust's books and records separate from any other person or entity; (ii) maintain the Trust's bank accounts separate from any other person or entity; (iii) not commingle the Trust's assets with those of any other person or entity; (iv) conduct the Trust's own business in its own name; (v) other than as contemplated by the Basic Documents and related documentation, pay the Trust's own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Business Trust Statute; (vii) enter into transactions with Affiliates or the Company only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm's length transaction with a person or entity that is not an Affiliate; (viii) not guarantee or become obligated for the debts of any other entity or person; (ix) not hold out the Trust's credit as being available to satisfy the obligation of any other person or entity; (x) not acquire the obligations or securities of the Trust's Affiliates or the Company; (xi) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xii) other than as contemplated by the Basic Documents and related documentation, not pledge the Trust's assets for the benefit of any other person or entity; (xiii) hold the Trust out as a separate entity and conduct any business only in its own name; (xiv) correct any known misunderstanding regarding the Trust's separate identity; (xv) not identify the Trust as a division of any other person or entity; and (xvi) maintain appropriate minutes or other records of appropriate actions and shall maintain its office separate from the office of the Company, the Depositor and the Master Servicer. So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.1 without the prior ----------- written consent of 100% of the Voting Interests of the Notes and the consent of each Rating Agency, in addition to the requirements under Section 11.1. ------------ (d) The Owner Trustee shall not have the power, except upon the direction of the Owners [with the consent of the Securities Insurer or upon the direction of the Securities Insurer], and, subject to Section 11.18 of the ------------- Indenture, 100% of the Noteholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Master Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement ----------------- ------------------ remain in effect [and no Securities Insurer Default exists,] no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Prior Notice to Owners. with Respect to Certain Matters; ------------------------------------------------------- Covenants. (a) With respect to the following matters, the Owner Trustee --------- shall --------- not take action, and the Owners shall not direct the Owner Trustee to take any action, unless at least [30] 30 days before the taking of such action, the Owner Trustee shall have notified the Owners [and the Securities Insurer] in writing of the proposed action and [ (i) the Securities Insurer shall have consented thereto and (ii)] the Owners shall not have notified the Owner Trustee in writing prior to the [30th] 30th day after such notice is given that such Owners have withheld consent or the Owners have provided alternative direction [(any direction by the Owners shall require the prior consent of the Securities Insurer)]direction: (i) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage AssetsHome Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage AssetsHome Loans); (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (iii) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder [or the Securities Insurer] is required; (iv) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Owners; (v) the appointment pursuant to the Indenture of a successor Note Registrar[, Paying Agent] Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar[, Paying Agent] Agent or Indenture the consent Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (vvi) the consent to the calling or waiver of any default of any Basic Document; (vivii) the consent to the assignment by the Indenture Trustee, the Master Servicer Trustee or Servicer of their respective obligations under any Basic Document; (viiviii) except as provided in Article IX hereof, dissolve, ---------- terminate or liquidate the Trust in whole or in part; (viiiix) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (ixx) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the IndentureAgreement; (xxi) do any act that conflicts with any other Basic Document; (xixii) do any act which would make it impossible to carry on the ordinary business of the Trust; (xiixiii) confess a judgment against the Trust; (xiiixiv) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (xivxv) cause the Trust to lend any funds to any entity; or (xvxvi) change the Trust's purpose and powers from those set forth in this Owner Trust Agreement. (b) Notwithstanding any provision of Section 4.1(a), the The Owner -------------- Trustee on behalf of the Trust agrees to abide by the following restrictions: (i) other Other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness;. (ii) other Other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets;. (iii) the The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Basic Documents and related documentation;. (iv) the The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents and related documentation; and. (v) other Other than as contemplated by the Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Company. (c) The Owner Trustee on behalf of the Trust shall: (i) maintain the Trust's Maintain books and records separate from any other person or entity;. (ii) maintain the Trust's Maintain its bank accounts separate from any other person or entity;. (iii) not Not commingle the Trust's its assets with those of any other person or entity;. (iv) conduct the Trust's Conduct its own business in its own name;. (v) other Other than as contemplated by the Basic Documents and related documentation, pay the Trust's its own liabilities and expenses only out of its own funds;. (vi) observe Observe all formalities required under the Business Trust Statute;. (vii) enter Enter into transactions with Affiliates or the Company only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm's length transaction with a person or entity that is not an Affiliate;. (viii) not Not guarantee or become obligated for the debts of any other entity or person;. (ix) not Not hold out the Trust's its credit as being available to satisfy the obligation of any other person or entity;. (x) not Not acquire the obligations or securities of the Trust's its Affiliates or the Company;. (xi) other Other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;. (xii) other Other than as contemplated by the Basic Documents and related documentation, not pledge the Trust's its assets for the benefit of any other person or entity;. (xiii) hold the Trust Hold itself out as a separate entity from the Company and not conduct any business only in its own name;the name of the Company. (xiv) correct Correct any known misunderstanding regarding the Trust's its separate identity;. (xv) not Not identify the Trust itself as a division of any other person or entity; and (xvi) maintain appropriate minutes or other records of appropriate actions and shall maintain its office separate from the office of the Company, the Depositor and the Master Servicer. So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.1 without the prior ----------- written consent of 100% of the Voting Interests of the Notes and the consent of each Rating Agency, in addition to the requirements under Section 11.1. ------------. (d) The Owner Trustee shall not have the power, except upon the direction of the Owners [with the consent of the Securities Insurer or upon the direction of the Securities Insurer], and, subject to Section 11.18 11.16 of the ------------- Indenture, 100% of the Noteholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Master Servicer Indenture Trustee or the Indenture Grantor Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement remains in effect, no ----------------- remain in effect [and no Securities Insurer Default exists,] no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Company or direct the Owner Trustee to take any Bankruptcy Action with respect to the TrustTrust or the Company.

Prior Notice to Owners. with Respect to Certain Matters; ------------------------------------------------------- Covenants. (a) With respect to the following matters, the Owner Trustee shall --------- not take action, and the Owners shall not direct the Owner Trustee to take any action, unless at least [30] days before the taking of such action, the Owner Trustee shall have notified the Owners [and the Securities Insurer] in writing of the proposed action and [ (i) the Securities Insurer shall have consented thereto and (ii)] the Owners shall not have notified the Owner Trustee in writing prior to the [30th] day after such notice is given that such Owners have withheld consent or the Owners have provided alternative direction [(any direction by the Owners shall require the prior consent of the Securities Insurer)]: (i) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Assets) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Assets); (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (iii) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder [or the Securities Insurer] is required; (iv) the appointment pursuant to the Indenture of a successor Note Registrar[, Paying Agent] or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar[, Paying Agent] or Indenture the consent Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (v) the consent to the calling or waiver of any default of any Basic Document; (vi) the consent to the assignment by the Indenture Trustee, the Master Servicer or Servicer of their respective obligations under any Basic Document; (vii) except as provided in Article IX hereof, dissolve, terminate ---------- terminate or liquidate the Trust in whole or in part; (viii) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (ix) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Indenture; (x) do any act that conflicts with any other Basic Document; (xi) do any act which would make it impossible to carry on the ordinary business of the Trust; (xii) confess a judgment against the Trust; (xiii) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (xiv) cause the Trust to lend any funds to any entity; or (xv) change the Trust's purpose and powers from those set forth in this Agreement. (b) Notwithstanding any provision of Section 4.1(a), the Owner Trustee -------------- Trustee on behalf of the Trust agrees to abide by the following restrictions: (i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness; (ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity in which it is not currently engaged other as contemplated by the Basic Documents and related documentation; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents and related documentation; and (v) other than as contemplated by the Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Company. (c) The Owner Trustee on behalf of the Trust shall: (i) maintain the Trust's books and records separate from any other person or entity; (ii) maintain the Trust's bank accounts separate from any other person or entity; (iii) not commingle the Trust's assets with those of any other person or entity; (iv) conduct the Trust's own business in its own name; (v) other than as contemplated by the Basic Documents and related documentation, pay the Trust's own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Business Trust Statute; (vii) enter into transactions with Affiliates or the Company only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm's length transaction with a person or entity that is not an Affiliate; (viii) not guarantee or become obligated for the debts of any other entity or person; (ix) not hold out the Trust's credit as being available to satisfy the obligation of any other person or entity; (x) not acquire the obligations or securities of the Trust's Affiliates or the Company; (xi) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xii) other than as contemplated by the Basic Documents and related documentation, not pledge the Trust's assets for the benefit of any other person or entity; (xiii) hold the Trust out as a separate entity and conduct any business only in its own name; (xiv) correct any known misunderstanding regarding the Trust's separate identity; (xv) not identify the Trust as a division of any other person or entity; and (xvi) maintain appropriate minutes or other records of appropriate actions and shall maintain its office separate from the office of the Company, the Depositor and the Master Servicer. So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.1 without the prior ----------- written consent of 100% of the Voting Interests of the Notes and the consent of each Rating Agency, in addition to the requirements under Section 11.1. ------------ (d) The Owner Trustee shall not have the power, except upon the direction of the Owners [with the consent of the Securities Insurer or upon the direction of the Securities Insurer], and, subject to Section 11.18 of the ------------- Indenture, 100% of the Noteholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Master Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement ----------------- remain in effect [and no Securities Insurer Default exists,] no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.