Common use of Certain Matters Regarding the Insurer Clause in Contracts

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, that without the consent of each Noteholder, Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Depositor, the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Depositor, the Owner Trustee, the Trust Agent or the Holders of the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual InterestholdersCertificateholders; provided, however, that without the consent of each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts Receivables or distributions which are required to be made on any Note, Certificate Note or Residual Interest InstrumentCertificate, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates Notes or Residual Interest InstrumentsCertificates, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, Noteholders or the Residual Interest InstrumentsCertificateholders; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an If no Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or the Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such NoteholdersNoteholders or Certificateholders, and the Noteholders and the Certificateholders or Residual Interestholdersmay only exercise such voting rights with the prior written consent of the Insurer; provided, however, that that, without the consent of each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce requires the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests consent of the Holders Holder of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to each Outstanding Note adversely affected by such amendment. Notwithstanding any provision in other provisions of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the TrustIssuer, the Depositor, the Owner Indenture Trustee or the Trust Agent Owner Trustee pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustIssuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Trust Agent Noteholders or the Holders of the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementCertificateholders.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders Noteholders or Residual Interestholders Owners are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders, Certificateholders Noteholders or Residual InterestholdersOwners; provided, however, that without the consent of each Noteholder, Certificateholder Noteholder or Residual Interestholder Owner affected thereby, the Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate Note or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders Owners of any Notes, Certificates Notes or Residual Interest Instruments, or (iii) alter the rights of any such Holder Owner to consent to such amendment. Notwithstanding any provision in this Agreement to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Depositor, the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Depositor, the Owner Trustee, the Trust Agent or the Holders Owners of the Notes, the Certificates, Notes or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual InterestholdersCertificateholders; provided, however, that without the consent of each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts Receivables or distributions which are required to be made on any Note, Certificate Note or Residual Interest InstrumentCertificate, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates Notes or Residual Interest InstrumentsCertificates, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, Noteholders or the Residual Interest InstrumentsCertificateholders; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual InterestholdersCertificateholders; provided, however, that without the consent of each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts Receivables or distributions which are required to be made on any Note, Certificate Note or Residual Interest InstrumentCertificate, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Notes or Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, Noteholders or the Residual Interest InstrumentsCertificateholders; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders Noteholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual Interestholders; provided, however, that without the consent of each Noteholder, Certificateholder Noteholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate Note or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates Notes or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent or the Holders of the Notes, the Certificates, Notes or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, that without the consent of each Noteholder, Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Depositor, the Owner Trustee or the Trust Agent Co-Owner Trustee pursuant to the terms of this Agreement, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Depositor, the Owner Trustee, the Trust Agent Co-Owner Trustee or the Holders of Holders, the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders Noteholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, provided that without the consent of each Noteholder, Certificateholder or Residual Interestholder Noteholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely ad- versely affect in any material respect the interests of any of the Holders of any Notes, Certificates or Residual Interest InstrumentsNoteholders, or (iii) alter the rights of any such Holder Noteholder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, or the Residual Interest InstrumentsNoteholders; provided, provided that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders Noteholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, provided that without the consent of each Noteholder, Certificateholder or Residual Interestholder Noteholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of any of the Holders of any NotesNoteholders, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder Noteholder to consent to such amendmentamendment or (iv) not be permitted under Section 9.02 herein. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, or the Residual Interest InstrumentsNoteholders; provided, provided that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders Noteholders are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, provided that without the consent of each Noteholder, Certificateholder or Residual Interestholder Noteholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Depositor, Depositor or the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Depositor, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect during which (i) the Notes are Outstanding or any amounts owed to the Insurer under the Insurance Agreement or any amendment of this Agreementthe Basic Documents remains unpaid or a claim could be made under the Insurance Policy.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual InterestholdersCertificateholders; provided, however, that without the consent of each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts Receivables or distributions which are required to be made on any Note, Certificate Note or Residual Interest InstrumentCertificate, (ii) adversely affect in any material respect the interests of 76 the Holders of any Notes, Certificates Notes or Residual Interest InstrumentsCertificates, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, Noteholders or the Residual Interest InstrumentsCertificateholders; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, that without the consent of each Noteholder, Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Owner Trustee, the Trust Agent or the Holders of the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, that without the consent of each Noteholder, Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Depositor, the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Depositor, the Owner Trustee, the Trust Agent or the Holders of Holders, the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders Noteholders are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, provided that without the consent of each Noteholder, Certificateholder or Residual Interestholder Noteholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Depositor, Depositor or the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Depositor, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times the Notes are Outstanding and an Insurer Default has not occurred and is not continuing with respect to any amendment of this Agreement.

Certain Matters Regarding the Insurer. So long as an If no Insurer ------------------------------------- Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or the Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such NoteholdersNoteholders or Certificateholders, and the Noteholders and the Certificateholders or Residual Interestholdersmay only exercise such voting rights with the prior written consent of the Insurer; provided, however, that that, without the consent of -------- ------- each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce requires the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests consent of the Holders Holder of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to each Outstanding Note adversely affected by such amendment. Notwithstanding any provision in other provisions of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the TrustIssuer, the Depositor, the Owner Indenture Trustee or the Trust Agent Owner Trustee pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustIssuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Trust Agent Noteholders or the Holders of the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementCertificateholders.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, that without the consent of each Noteholder, Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Owner Trustee or the Trust Agent Co-Owner Trustee pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Owner Trustee, the Trust Agent Co-Owner Trustee or the Holders of Holders, the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders Noteholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual Interestholders; provided, however, that without the consent of each Noteholder, Certificateholder Noteholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate Note or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates Notes or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the -58- 64 Indenture Trustee, the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent or the Holders of the Notes, the Certificates, Notes or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders Noteholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual Interestholders; provided, however, that without the consent of each Noteholder, Certificateholder Noteholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate Note or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates Notes or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent or the Holders of the Notes, the Certificates, Notes or the Residual Interest Instruments; provided, that Instruments pursuant to the consent of the Insurer shall be required at all times with respect to any amendment terms of this AgreementIndenture.

Certain Matters Regarding the Insurer. So Except as ------------------------------------- otherwise provided herein, so long as an no Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or the Certificateholders or Residual Interestholders are entitled to exercise pursuant to this Agreementthe Basic Documents, without any consent of such Noteholders, Noteholders or Certificateholders or Residual Interestholdersand the Noteholders and the Certificateholders may only exercise such voting rights with the prior written consent of the Insurer; provided, however, that that, without the consent of each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce requires the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests consent of the Holders Holder of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to each Outstanding Note adversely affected by such amendment. Notwithstanding any provision in other provisions of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the TrustIssuer, the Depositor, the Owner Indenture Trustee or the Trust Agent Owner Trustee pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustIssuer, the DepositorIndenture Trustee, the Owner Trustee, the Trust Agent Noteholders or the Holders of the Notes, the Certificates, or the Residual Interest InstrumentsCertificateholders; provided, however, that no supplemental indenture pursuant to Section 9.01 or 9.02 of this Indenture will be permitted without the consent of the Insurer shall if such supplemental indenture would reasonably be required at all times with respect expected to any amendment materially adversely affect the interests of this Agreementthe Insurer.

Certain Matters Regarding the Insurer. So long as an If no Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders Class A Noteholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Class A Noteholders; PROVIDED, Certificateholders or Residual Interestholders; providedHOWEVER, howeverthat, that without the consent of each Noteholder, Certificateholder or Residual Interestholder Class A Noteholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (ia) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Class A Note, Certificate or Residual Interest Instrument, (iib) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, Class A Notes or (iiic) alter the rights of any such Class A Holder to consent to such amendment. Notwithstanding any provision in of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have has occurred and be is continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the TrustIssuer, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustIssuer, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent or the Holders of the NotesClass A Noteholders; PROVIDED, the Certificates, or the Residual Interest Instruments; providedHOWEVER, that (i) the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture and (ii) the Insurer shall be entitled to receive notices hereunder at all times whether or not an Insurer Default has occurred.

Certain Matters Regarding the Insurer. So long as an ------------------------------------- Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders Noteholders are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, that without the consent subject to any rights specifically granted to Noteholders in respect of each Noteholder, Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights amendments to amend this Agreement in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required pursuant to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendmentSection 11.01. Notwithstanding any provision in this Agreement to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the Depositor, Depositor or the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the Depositor, the Owner Trustee, the Trust Agent Trustee or the Holders holders of the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times (which -------- consent, so long as an Insurer Default has occurred and is continuing, shall not be unreasonably withheld) with respect to any amendment of this Agreement.

Certain Matters Regarding the Insurer. So long as an ------------------------------------- Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders Noteholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders or Residual Interestholders; provided, however, that without the consent subject to any rights specifically granted to Noteholders in respect of each Noteholder, Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights amendments to amend this Agreement in any manner that would (ipursuant to Sections 3.07(e) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendmentand 9.02. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event for so long as an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, or the Residual Interest InstrumentsNoteholders; provided, provided that the consent of the Insurer shall be -------- required at all times (which consent, so long as an Insurer Default has occurred and is continuing, shall not be unreasonably withheld) with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuingcontinuing and the Policy shall be in effect, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual InterestholdersCertificateholders; provided, however, that without the consent of each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts Receivables or distributions which are required to be made on any Note, Certificate Note or Residual Interest InstrumentCertificate, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates Notes or Residual Interest InstrumentsCertificates, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuingcontinuing or the Policy shall have terminated in accordance with its terms, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, Noteholders or the Residual Interest InstrumentsCertificateholders; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this Agreement.Indenture. [next page is signature page]

Certain Matters Regarding the Insurer. So long as an If no Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Certificateholders or Residual Interestholders Noteholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders; PROVIDED, Certificateholders or Residual Interestholders; providedHOWEVER, howeverthat, that without the consent of each Noteholder, Certificateholder or Residual Interestholder Noteholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, Notes or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have has occurred and be is continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the TrustIssuer, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustIssuer, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent or the Holders of the NotesNoteholders; PROVIDED, the Certificates, or the Residual Interest Instruments; providedHOWEVER, that (i) the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture and (ii) the Insurer shall be entitled to receive notices hereunder at all times whether or not an Insurer Default has occurred.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Note Insurer shall have the right to exercise all rights, including voting rights, which that the Noteholders, Noteholders or Certificateholders or Residual Interestholders are entitled to exercise pursuant to this Agreement, without any consent of such Noteholders, Certificateholders Noteholders or Residual InterestholdersCertificateholders; provided, however, that without the consent of each Noteholder, Certificateholder Noteholder or Residual Interestholder affected therebyCertificateholder, the Note Insurer shall not exercise such rights to amend this Agreement in any manner that would (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Contracts or distributions which are Receivables, payments that shall be required to be made on any Certificate or Note, Certificate or Residual yield on the Certificates or the Class A Interest InstrumentRate, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates Notes or Residual Interest InstrumentsCertificates, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement to the contrary, in the event if an Insurer Default shall have has occurred and be is continuing, the Note Insurer shall not have the right to take any action under this Agreement or to control or direct the actions of the TrustPAC, Paragon Auto, the Depositor, Trust or the Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor shall the consent of the Note Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustPAC, the Depositor, the Owner TrusteeParagon Auto, the Trust Agent or the Owner Trustee or the Holders of the Notes, or the Certificates, or the Residual Interest Instruments; provided, however, that the consent of the Note Insurer shall be required at all times with respect to any amendment of this AgreementAgreement (which shall not be unreasonably withheld) to the extent provided in Section 11.1.

Certain Matters Regarding the Insurer. So long as an If no Insurer Default ------------------------------------- shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or the Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such NoteholdersNoteholders or Certificateholders, and the Noteholders and the Certificateholders or Residual Interestholdersmay only exercise such voting rights with the prior written consent of the Insurer; provided, however, that that, without the consent of -------- ------- each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce requires the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests consent of the Holders Holder of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to each Outstanding Note adversely affected by such amendment. Notwithstanding any provision in other provisions of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the TrustIssuer, the Depositor, the Owner Indenture Trustee or the Trust Agent Owner Trustee pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustIssuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Trust Agent Noteholders or the Holders of the Notes, the Certificates, or the Residual Interest Instruments; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementCertificateholders.

Certain Matters Regarding the Insurer. So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual InterestholdersCertificateholders; provided, however, that without the consent of each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts Receivables or distributions which are required to be made on any Note, Certificate Note or Residual Interest InstrumentCertificate, (ii) adversely affect in any material respect the interests of the 76 Holders of any Notes, Certificates Notes or Residual Interest InstrumentsCertificates, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in this Agreement Indenture to the contrary, in the event an Insurer Default shall have occurred and be continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the Trust, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the Trust, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee or the Holders of the Notes, the Certificates, Noteholders or the Residual Interest InstrumentsCertificateholders; provided, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.

Certain Matters Regarding the Insurer. So long as an If no Insurer Default shall not have occurred and be continuing, the Insurer shall have the right to exercise all rights, including voting rights, which the Noteholders, Noteholders or the Certificateholders or Residual Interestholders are entitled to exercise pursuant to this AgreementIndenture, without any consent of such Noteholders, Certificateholders Noteholders or Residual InterestholdersCertificateholders; provided, however, that that, without the consent of each Noteholder, Noteholder and Certificateholder or Residual Interestholder affected thereby, the Insurer shall not exercise such rights to amend this Agreement Indenture in any manner that would (i) reduce the amount of, or delay the timing of, collections of payments on the Contracts or distributions which are required to be made on any Note, Note or Certificate or Residual Interest Instrument, (ii) adversely affect in any material respect the interests of the Holders of any Notes, Certificates or Residual Interest Instruments, or (iii) alter the rights of any such Holder to consent to such amendment. Notwithstanding any provision in of this Agreement Indenture to the contrary, in the event if an Insurer Default shall have has occurred and be is continuing, the Insurer shall not have the right to take any action under this Agreement Indenture or to control or direct the actions of the TrustIssuer, the DepositorSeller, the Indenture Trustee or the Owner Trustee or the Trust Agent pursuant to the terms of this AgreementIndenture, nor shall the consent of the Insurer be required with respect to any action (or waiver of a right to take action) to be taken by the TrustIssuer, the DepositorSeller, the Indenture Trustee, the Owner Trustee, the Trust Agent Noteholders or the Holders of the Notes, the Certificates, or the Residual Interest InstrumentsCertificateholders; provided, however, that the consent of the Insurer shall be required at all times with respect to any amendment of this AgreementIndenture.