A-1 ADMINISTRATIVE AGENT IS ENTITLED
TO ONE SUCH VISIT (DURING WHICH IT MAY CONDUCT SUCH ACTIVITIES) PER CALENDAR
YEAR AT THE EXPENSE OF THE CO-ISSUERS; PROVIDED FURTHER THAT DURING THE
CONTINUANCE OF A POTENTIAL RAPID AMORTIZATION EVENT, RAPID AMORTIZATION EVENT OR
AN EVENT OF DEFAULT ANY SUCH PERSON MAY VISIT AND CONDUCT SUCH ACTIVITIES AT ANY
TIME AND ALL SUCH VISITS AND ACTIVITIES SHALL BE AT THE CO-ISSUERS' EXPENSE;
(E)
NOT TAKE, OR CAUSE TO BE TAKEN, ANY ACTION, INCLUDING, WITHOUT
LIMITATION, ACQUIRING ANY MARGIN STOCK, THAT COULD CAUSE THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS TO FAIL TO COMPLY WITH THE REGULATIONS
OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, INCLUDING REGULATIONS
T, U AND X THEREOF;
(F)
NOT PERMIT ANY AMOUNTS OWED WITH RESPECT TO THE SERIES 2007-1
CLASS A-1 NOTES TO BE SECURED, DIRECTLY OR INDIRECTLY, BY ANY MARGIN STOCK;
44
(G)
PROMPTLY PROVIDE SUCH ADDITIONAL FINANCIAL AND OTHER INFORMATION
WITH RESPECT TO THE TRANSACTION DOCUMENTS (OTHER THAN SERIES SUPPLEMENTS AND
TRANSACTION DOCUMENTS RELATING SOLELY TO A SERIES OF NOTES OTHER THAN THE
SERIES 2007-1 NOTES), THE CO-ISSUERS, THE SERVICER OR THE GUARANTORS AS THE
CLASS A-1 ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST; AND
(H)
DELIVER TO THE CLASS A-1 ADMINISTRATIVE AGENT (WHO SHALL PROVIDE A
COPY THEREOF TO THE LENDER PARTIES), THE FINANCIAL STATEMENTS PREPARED PURSUANT
TO SECTION 12.1 OF THE BASE INDENTURE REASONABLY CONTEMPORANEOUSLY WITH THE
DELIVERY OF SUCH STATEMENTS UNDER THE BASE INDENTURE.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.01
Amendments.
No amendment to or waiver or other modification of
any provision of this Agreement, nor consent to any departure therefrom by the
Servicer or the Co-Issuers, shall in any event be effective unless the same
shall be in writing and signed by the Servicer, the Co-Issuers and the
Series 2007-1 Class A Insurer (or, if an Insurer Default has occurred and is
continuing with respect to the Series 2007-1 Class A Insurer or the
Series 2007-1 Class A Policy is not in effect, the Class A-1 Administrative
Agent with the consent of (i) Investors holding more than 75% of the Commitments
if any one Investor Group holds more than 50% of the Commitments or
(ii) Investors holding more than 50% of the Commitments if no one Investor Group
holds more than 50% of the Commitments); provided, however, that, in addition,
(i) the prior written consent of each affected Investor shall be required in
connection with any amendment, modification or waiver that (x) increases the
amount of the Commitment of such Investor, extends the Commitment Termination
Date, modifies the conditions to funding such Commitment or otherwise subjects
such Investor to any increased or additional duties or obligations hereunder or
in connection herewith, (y) reduces the amount or delays the timing of payment
of any principal, interest, fees or other amounts payable to such Investor
hereunder, or (z) would have an effect comparable to any of those set forth in
Section 8.2 of the Base Indenture that require the consent