Common use of Rights of Insurer Clause in Contracts

Rights of Insurer. Notwithstanding anything to the contrary in the Transaction Documents, (a) the Owner Trustee shall provide prompt written notice to the Insurer of any action, proceeding or investigation that to the actual knowledge of the Owner Trustee could adversely affect the Trust or the Trust Estate or the rights or obligations of the Insurer under any of the Transaction Documents or under the Policy, (b) if no Insurer Default shall have occurred and be continuing, and the Seller shall be actively defending any action, proceeding or investigation brought against the Trust or the Trust Estate that could materially adversely affect the Trust or the Trust Estate or the rights or obligations of the Insurer under any of the Transaction Documents or under the Policy, then the Owner Trustee shall, upon written notice from the insurer, allow the Insurer to institute, assume or control the defense of such action, proceeding or investigation and (c) without the prior written consent of the Insurer (so long as no insurer Default shall have occurred and be continuing), the Owner Trustee shall not (i) initiate any investigation, 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 receivable or any rights of the Trust thereunder, (ii) authorize the merger or consolidation of the Trust with or into any other statutory trust or other entity (other than in accordance with Section 3.16 of the Indenture) or (iii) amend the Certificate of Trust.