Common use of Surety Provider Deemed Noteholder and Secured Party Clause in Contracts

Surety Provider Deemed Noteholder and Secured Party. Except for any period during which a Surety Default is continuing, the Surety Provider shall be deemed to be the holder of 100% of the Series 1997-1 Notes for the purposes of giving any consents, waivers, approvals, instructions, directions, requests, declarations and/or notices pursuant to the Base Indenture and this Supplement. Any reference in the Base Indenture or the Related Documents (including, without limitation, in Sections 2.3, 8.14, 9.1, 9.2 or 12.1 of the Base Indenture) to materially, adversely, or detrimentally affecting the rights or interests of the Noteholders, or words of similar meaning, shall be deemed, for purposes of the Series 1997-1 Notes, to refer to the rights or interests of the Surety Provider. The Surety Provider shall constitute an "Enhancement Provider" with respect to the Series 2001-1 Notes for all purposes under the Indenture and the other Related Documents. Furthermore, the Surety Provider shall be deemed to be a "Secured Party" under the Base Indenture and the Related Documents to the extent of amounts payable to the Surety Provider pursuant to this Supplement and the Insurance Agreement shall constitute an "Enhancement Agreement" with respect to the Series 2001-1 Notes for all purposes under the Indenture and the Related Documents. Moreover, wherever in the Related Documents money or other property is assigned, conveyed, granted or held for, a filing is made for, action is taken for or agreed to be taken for, or a representation or warranty is made for the benefit of the Noteholders, the Surety Provider shall be deemed to be the Noteholder with respect to 100% of the Series 1997-1 Notes for such purposes.

Surety Provider Deemed Noteholder and Secured Party. Except for any period during which a Surety Default is continuing, the Surety Provider shall be deemed to be the holder of 100% of the Series 19972001-1 Notes for the purposes of giving any consents, waivers, approvals, instructions, directions, requests, declarations and/or notices pursuant to the Base Indenture and this Supplement. Any reference in the Base Indenture or the Related Documents (including, without limitation, in Sections 2.3, 8.14, 9.1, 9.2 or 12.1 of the Base Indenture) to materially, adversely, or detrimentally affecting the rights or interests of the Noteholders, or words of similar meaning, shall be deemed, for purposes of the Series 19972001-1 Notes, to refer to the rights or interests of the Surety Provider. The Surety Provider shall constitute an "Enhancement Provider" with respect to the Series 2001-1 Notes for all purposes under the Indenture and the other Related Documents. Furthermore, the Surety Provider shall be deemed to be a "Secured Party" under the Base Indenture and the Related Documents to the extent of amounts payable to the Surety Provider pursuant to this Supplement and the Insurance Agreement shall constitute an "Enhancement Agreement" with respect to the Series 2001-1 Notes for all purposes under the Indenture and the Related Documents. Moreover, wherever in the Related Documents money or other property is assigned, conveyed, granted or held for, a filing is made for, action is taken for or agreed to be taken for, or a representation or warranty is made for the benefit of the Noteholders, the Surety Provider shall be deemed to be the Noteholder with respect to 100% of the Series 19972001-1 Notes for such purposes.

Surety Provider Deemed Noteholder and Secured Party. Except for any period during which a Surety Default is continuing, the Surety Provider shall be deemed to be the holder of 100% of the Series 19972006-1 2 Notes (and thus, the Required Noteholders under the Base Indenture and other Transaction Documents) for the purposes of giving any and all consents, waivers, approvals, instructions, directions, requests, declarations and/or notices pursuant to the Base Indenture; provided, however, that either (x) the Requisite Noteholders or (y) the Surety Provider may declare the occurrence of an Amortization Event with respect to the Series 2006-2 Notes described in Section 9.1 of the Base Indenture (to the extent such Amortization Event does not occur automatically) and the Surety Provider shall not waive any Amortization Event (other than as set forth in the last sentence of Article IV) with respect to the Series 2006-2 Notes described in Section 9.1 of the Base Indenture or consent to any amendment or waiver of any provision of the Base Indenture or the Related Documents without the consent of the Requisite Noteholders; provided, however, that the Requisite Noteholders will not have the right to approve any amendment required to satisfy the Mandatory Assignment Conditions in order to effect the transfer of all of the Series 2006-2 Notes outstanding to the Surety Provider or its Affiliate pursuant to Section 11.1(g) hereof, so long as such amendment does not have a material adverse effect on the rights of any Series 2006-2 Noteholder hereunder. For the avoidance of doubt, and notwithstanding any provision to the contrary herein, other than the provisions set forth in Article IV or in this SupplementSection 11.15, any matter arising hereunder that requires the vote, direction, approval or waiver of the Series 2006-2 Noteholders shall also require the approval of the Surety Provider. Any reference in the Base Indenture or the Related Documents (including, without limitation, in Sections 2.3, 8.14, 9.1, 9.2 or 12.1 of the Base Indenture) to materially, adversely, or detrimentally affecting the rights or interests of the Noteholders, or words of similar meaning, shall be deemed, for purposes of the Series 19972006-1 2 Notes, to refer to the rights or interests of the Surety Provider. The Surety Provider shall constitute an "“Enhancement Provider" ” with respect to the Series 20012006-1 2 Notes for all purposes under the Indenture and the other Related Documents. Furthermore, the Surety Provider shall be deemed to be a "“Secured Party" ” under the Base Indenture and the Related Documents to the extent of amounts payable to the Surety Provider pursuant to this Supplement Supplement, the Premium Letter and the Insurance Agreement shall constitute an "“Enhancement Agreement" ” with respect to the Series 20012006-1 2 Notes for all purposes under the Indenture and the Related Documents. Moreover, wherever in the Related Documents money or other property is assigned, conveyed, granted or held for, a filing is made for, action is taken for or agreed to be taken for, or a representation or warranty is made for the benefit of the Noteholders, the Surety Provider shall be deemed to be the Noteholder with respect to 100% of the Series 19972006-1 2 Notes for such purposes.

Surety Provider Deemed Noteholder and Secured Party. Except for any period during which a Surety Default is continuing, the Surety Provider shall be deemed to be the holder of 100% of the Series 19972005-1 2 Notes for the purposes of giving any and all consents, waiverswaivers (including, without limitation, pursuant to Article III (other than an Amortization Event described in clauses (f) and (g) thereof) Article IV and Section 6.7), approvals, instructions, directions, requests, declarations and/or notices pursuant to the Base Indenture and this Supplement. Without the written consent of the Surety Provider, no action shall be taken pursuant to the preceding sentence by the Series 2005-2 Noteholders during any period which a Surety Default is continuing if such action would have a material adverse effect on the Surety Provider. Any reference in the Base Indenture or the Related Documents (including, without limitation, in Sections 2.3, 8.14, 9.1, 9.2 or 12.1 of the Base Indenture) to materially, adversely, or detrimentally affecting the rights or interests of the Noteholders, or words of similar meaning, shall be deemed, for purposes of the Series 19972005-1 2 Notes, to refer to the rights or interests of the Surety Provider. The Surety Provider shall constitute an "“Enhancement Provider" ” with respect to the Series 20012005-1 2 Notes for all purposes under the Indenture and the other Related Documents. Furthermore, the Surety Provider shall be deemed to be a "“Secured Party" ” under the Base Indenture and the Related Documents to the extent of amounts payable to the Surety Provider pursuant to this Supplement and the Insurance Agreement. The Insurance Agreement shall constitute an "“Enhancement Agreement" ” with respect to the Series 20012005-1 2 Notes for all purposes under the Indenture and the Related Documents. Moreover, wherever in the Related Documents money or other property is assigned, conveyed, granted or held for, a filing is made for, action is taken for or agreed to be taken for, or a representation or warranty is made for the benefit of the Noteholders, the Surety Provider shall be deemed to be the Noteholder with respect to 100% of the Series 19972005-1 2 Notes for such purposes.