Common use of Seller May Own Certificates or Notes Clause in Contracts

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic Documents. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, priority or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are so owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and the Notes shall not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Note Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any ------------------------------------ Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates -------- ------- owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee Trustee, the Trust Collateral Agent and the Administrator Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Security Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note. The Seller hereby notifies the Owner Trustee that immediately following the issuance of the Certificates it will own all the Certificates.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates Affiliate thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and any such Notes will not be entitled to the benefits of any financial guaranty insurance policy. The Seller shall notify the Owner Trustee, Trustee and the Indenture Trustee and the Administrator promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any ------------------------------------ Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates -------- ------- owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee Trustee, the Trust Collateral Agent and the Administrator Insurer in writing promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; , provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Security Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note. The Seller hereby notifies the Owner Trustee that immediately following the issuance of the Certificates it will own all the Certificates.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee Trustee, the Trust Collateral Agent and the Administrator Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, (i) except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and (ii) any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Insurer and the Indenture Trustee and the Administrator promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Each of the Seller and any Affiliate thereof of the Seller may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, thereof except as expressly otherwise specifically provided herein or in any Basic Documentthe Related Documents. Certificates or Notes or Certificates so owned by or pledged to the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documentsthis Agreement or any Related Document, without preference, priority, or distinction as among all of the Notes Certificates or Certificates; providedNotes, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, provided that any Certificates or Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Certificates or Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic Documentsthis Agreement or any Related Document. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Security Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, howeverPROVIDED, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereofHOWEVER, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Security Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note. The Seller hereby notifies the Owner Trustee that immediately following the issuance of the Certificates that it and the Representative will own all the Certificates.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; , provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, howeverPROVIDED, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereofHOWEVER, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Policies. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Security Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any ------------------------------------ Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; , provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and ------------------------------------ any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or -------- ------- Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee Trustee, the Trust Collateral Agent and the Administrator Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Each of the Seller and any Affiliate thereof of the Seller may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, thereof except as expressly otherwise specifically provided herein or in any Basic Documentthe Related Documents. Certificates or Notes or Certificates so owned by or pledged to the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documentsthis Agreement or any Related Document, without preference, priority, or distinction as among all of the Notes Certificates or Certificates; providedNotes, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, provided that any Certificates or Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Certificates or Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic Documentsthis Agreement or any Related Document. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Xxxxxx promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Policies. The Seller shall notify the Owner Trustee, the Indenture Trustee Trustee, the Trust Collateral Agent and the Administrator Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee Trustee, the Trust Collateral Agent and the Administrator Insurer in writing promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; , provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall will not be without voting rights for any purpose set forth in entitled to the Basic Documentsbenefits of the Policies. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; , provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Security Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.. The Seller hereby notifies the Owner Trustee that immediately following the issuance of the Certificates that it and the Representative will own all the Certificates. 44

Seller May Own Certificates or Notes. The Seller and any ------------------------------------ Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates -------- ------- owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller intends to convey the Certificates to its Affiliate, AFS Funding Trust, a Delaware business trust. The Seller shall notify the Owner Trustee, the Indenture Trustee Trustee, the Trust Collateral Agent and the Administrator promptly after it or Insurer with respect to any other transfer of its Affiliates become the owner or pledgee of a Certificate or a Noteany Certificate.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee Trustee, the Trust Collateral Agent and the Administrator Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and any such Notes will not be entitled to the benefits of any financial guaranty insurance policy. The Seller shall notify the Owner Trustee, the Indenture Trustee and Trustee, the Administrator Trust Collateral Agent, if any, promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Policies. The Seller shall notify the Owner Trustee, the Indenture Trustee Trustee, the Trust Collateral Agent and the Administrator Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.. 77

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; , provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and will not be entitled to the benefits of the Policies. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Security Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, priority or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are so owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and the Notes shall not be entitled to the benefits of the Note Policy. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Note Insurer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.. ARTICLE IX ---------- THE SERVICER

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; providedPROVIDED, howeverHOWEVER, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic Documents. The Seller shall notify the Owner Trustee, Trustee and the Indenture Trustee and the Administrator promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Each of the Seller and any Affiliate thereof of the Seller may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, thereof except as expressly otherwise specifically provided herein or in any Basic Documentthe Related Documents. Certificates or Notes or Certificates so owned by or pledged to the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documentsthis Agreement or any Related Document, without preference, priority, or distinction as among all of the Notes Certificates or Certificates; providedNotes, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, provided that any Certificates or Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Certificates or Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic Documentsthis Agreement or any Related Document. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator JPMD promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.

Seller May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the ,owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, except in the event that all outstanding Notes and Certificates are owned by the Seller and/or any Affiliates thereof, that any Notes or Certificates owned by the Seller or any Affiliate thereof, thereof during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic DocumentsDocuments and All not be entitled to the benefits of the Policies. The Seller shall notify the Owner Trustee, the Indenture Trustee and the Administrator Credit Enhancer promptly after it or any of its Affiliates become the owner or pledgee of a Certificate or a Note.