Common use of Additional Rights of Certificate Insurer Clause in Contracts

Additional Rights of Certificate Insurer. (a) Unless a Certificate Insurer Default exists and is continuing, the Trustee, the Depositor and the Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests hereunder without limiting the rights or affecting the interests of the Certificateholders as otherwise set forth herein. (b) Unless a Certificate Insurer Default exists and is continuing, the Certificate Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Certificate Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation for any remedy available to the Trustee with respect to any matter that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder, under the Unaffiliated Seller Agreement, under the Insurance and Reimbursement Agreement or under the Certificate Insurance Policy or any other instrument, document or agreement relating to the foregoing (collectively, the "Transaction Documents"), including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor or any Affiliate thereof provided, that such participation or direction shall not be in conflict with any rule of law or with the terms of this Agreement. Following written notice to the Trustee, the Certificate Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust and the Trust Fund. The Certificate Insurer shall be entitled to reimbursement for all out-of-pocket costs and expenses of the Certificate Insurer in connection with such action, proceeding or investigation, including (without limitation) reasonable attorneys' fees and any judgment or settlement entered into affecting the Certificate Insurer or the Certificate Insurer's interests, all of which shall be included in the Reimbursement Amount. (c) In connection with any such action, proceeding or investigation for any remedy available to the Trustee with respect to any matter that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor, the Trust or any Affiliate thereof, the Trustee hereby agrees to cooperate with, and (unless a Certificate Insurer Default exists and is continuing) to take such action as reasonably directed by, the Certificate Insurer, including (without limitation) entering into such agreements and settlements as the Certificate Insurer shall direct, in its sole discretion, without the consent of any Certificateholder. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Trustee shall not be liable to the Certificate Insurer or any Certificateholder for any such action that conforms to the direction of the Certificate Insurer. (d) Any judgment or settlement entered against or affecting the Trust or the Trust Fund in connection with any action, proceeding or investigation shall be paid by the Trustee from the Trust Fund out of funds that would otherwise be distributed to the Holders of the Class X or R Certificates. (e) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Trustee as a party or that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor, the Trust or any Affiliate thereof. (f) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary (other than at any time during which a Certificate Insurer Default exists or is continuing), the Trustee shall not, without the Certificate Insurer's prior written consent or unless directed by the Certificate Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents. (g) Each Holder of a Certificate, by acceptance of its Certificate, and the Trustee agree that Certificate Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Certificate Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Certificate Insurer, in its sole discretion, without the need for the consent or approval of any Certificateholder or the Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Certificate Insurer to exercise any of the rights provided for herein. (h) The Trustee shall, upon reasonable prior written request, permit any representative of the Certificate Insurer, during the Trustee's normal business hours, to examine all books of accounts, records, reports and other information of the Trustee relating to the Certificates and the Trust Fund (including, without limitation, the Mortgage Files), to make copies and extracts therefrom and to discuss the Trustee's performance of its duties with respect to the Transaction Documents with the Responsible Officers of the Trustee.

Additional Rights of Certificate Insurer. (a) Unless a Certificate Insurer Default exists and is continuing, the Trustee, the Depositor and the Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests hereunder without limiting the rights or affecting the interests of the Certificateholders as otherwise set forth herein. (b) Unless a Certificate Insurer Default exists and is continuing, the Certificate Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Certificate Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation for any remedy available to the Trustee with respect to any matter that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder, under the Unaffiliated Seller Agreement, under the Insurance and Reimbursement Indemnity Agreement or under the Certificate Insurance Policy or any other instrument, document or agreement relating to the foregoing (collectively, the "Transaction Documents"), including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor or any Affiliate thereof provided, that such participation or direction shall not be in conflict with any rule of law or with the terms of this Agreement. Following written notice to the Trustee, the Certificate Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust and the Trust Fund. The Certificate Insurer shall be entitled to reimbursement for all out-of-pocket costs and expenses of the Certificate Insurer in connection with such action, proceeding or investigation, including (without limitation) reasonable attorneys' fees and any judgment or settlement entered into affecting the Certificate Insurer or the Certificate Insurer's interests, all of which shall be included in the Reimbursement Amount. (c) In connection with any such action, proceeding or investigation for any remedy available to the Trustee with respect to any matter that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor, the Trust or any Affiliate thereof, the Trustee hereby agrees to cooperate with, and (unless a Certificate Insurer Default exists and is continuing) to take such action as reasonably directed by, the Certificate Insurer, including (without limitation) entering into such agreements and settlements as the Certificate Insurer shall direct, in its sole discretion, without the consent of any Certificateholder. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Trustee shall not be liable to the Certificate Insurer or any Certificateholder for any such action that conforms to the direction of the Certificate Insurer. (d) Any judgment or settlement entered against or affecting the Trust or the Trust Fund in connection with any action, proceeding or investigation shall be paid by the Trustee from the Trust Fund out of funds that would otherwise be distributed to the Holders of the Class X or R Certificates. (e) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Trustee as a party or that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor, the Trust or any Affiliate thereof. (f) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary (other than at any time during which a Certificate Insurer Default exists or is continuing), the Trustee shall not, without the Certificate Insurer's prior written consent or unless directed by the Certificate Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents. (g) Each Holder of a Certificate, by acceptance of its Certificate, and the Trustee agree that Certificate Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Certificate Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Certificate Insurer, in its sole discretion, without the need for the consent or approval of any Certificateholder or the Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Certificate Insurer to exercise any of the rights provided for herein. (h) The Trustee shall, upon reasonable prior written request, permit any representative of the Certificate Insurer, during the Trustee's normal business hours, to examine all books of accounts, records, reports and other information of the Trustee relating to the Certificates and the Trust Fund (including, without limitation, the Mortgage Files), to make copies and extracts therefrom and to discuss the Trustee's performance of its duties with respect to the Transaction Documents with the Responsible Officers of the Trustee.

Additional Rights of Certificate Insurer. (a) Unless a Certificate Insurer Default exists and is continuing, the The Trustee, the Depositor and the Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests hereunder without limiting the rights or affecting the interests of the Certificateholders as otherwise set forth herein. (b) Unless a The Certificate Insurer Default exists and is continuingwill have the right to exercise all rights, including voting rights, which the Holders of the Class M Certificates are entitled to exercise under this Agreement, under the Unaffiliated Seller Agreement or any other instrument, document or agreement relating to the foregoing. In addition, the Certificate Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Certificate Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation for any remedy available to the Trustee with respect to any matter that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder, under the Unaffiliated Seller Agreement, under the Insurance and Reimbursement Indemnity Agreement or under the Certificate Insurance Policy or any other instrument, document or agreement relating to the foregoing (collectively, the "Transaction Documents")) or under the other Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor or any Affiliate thereof provided, that such participation or direction shall not be in conflict with any rule of law or with the terms of this Agreement. Following written notice to the Trustee, the Certificate Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust and the Trust Fund. The Certificate Insurer shall be entitled to reimbursement from the Distribution Account as provided for in Section 6.05 for all out-of-pocket costs and expenses of the Certificate Insurer in connection with such action, proceeding or investigation, including (without limitation) reasonable attorneys' fees and any judgment or settlement entered into affecting the Certificate Insurer or the Certificate Insurer's interests, all of which shall be included in the Reimbursement Amount. (c) In connection with any such action, proceeding or investigation for any remedy available to the Trustee with respect to any matter that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor, the Trust or any Affiliate thereof, the Trustee hereby agrees to cooperate with, and (unless a Certificate Insurer Default exists and is continuing) to take such action as reasonably directed in writing by, the Certificate Insurer, including (without limitation) entering into such agreements and settlements as the Certificate Insurer shall direct, in its sole discretion, without the consent of any Certificateholder. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Trustee shall not be liable to the Certificate Insurer or any Certificateholder for any such action that conforms to the direction of the Certificate Insurer. (d) Any judgment or settlement entered against or affecting the Trust or the Trust Fund in connection with any action, proceeding or investigation shall be paid by the Trustee from the Trust Fund out of funds that would otherwise be distributed to the Holders of the Class X or R Certificates. (e) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Trustee as a party or that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor, the Trust or any Affiliate thereof. (f) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary (other than at any time during which a Certificate Insurer Default exists or is continuing)contrary, the Trustee shall not, without the Certificate Insurer's prior written consent or unless directed in writing by the Certificate Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents. (g) Each Holder of a Certificate, by acceptance of its Certificate, and the Trustee agree that Certificate Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Certificate Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Certificate Insurer, in its sole discretion, without the need for the consent or approval of any Certificateholder or the Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Certificate Insurer to exercise any of the rights provided for herein. (h) The Trustee shall, upon reasonable prior written request, permit any representative of the Certificate Insurer, during the Trustee's normal business hours, to examine all books of accounts, records, reports and other information of the Trustee relating to the Certificates and the Trust Fund (including, without limitation, the Mortgage Files), to make copies and extracts therefrom and to discuss the Trustee's performance of its duties with respect to the Transaction Documents with the Responsible Officers of the Trustee.

Additional Rights of Certificate Insurer. (a) Unless a Certificate Insurer Default exists and is continuing, the The Trustee, the Depositor and the Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests hereunder without limiting the rights or affecting the interests of the Certificateholders as otherwise set forth herein. (b) Unless a The Certificate Insurer Default exists and is continuingwill have the right to exercise all rights, including voting rights, which the Holders of the Class M Certificates are entitled to exercise under this Agreement, under the Unaffiliated Seller Agreement or any other instrument, document or agreement relating to the foregoing. In addition, the Certificate Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Certificate Insurer's sole option, to institute or assume the defense of, any action, proceeding or investigation for any remedy available to the Trustee with respect to any matter that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder, under the Unaffiliated Seller Agreement, under the Insurance and Reimbursement Indemnity Agreement or under the Certificate Insurance Policy or any other instrument, document or agreement relating to the foregoing (collectively, the "Transaction Documents")) or under the other Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any 97 Originator, the Unaffiliated Seller, the Servicer, the Depositor or any Affiliate thereof provided, that such participation or direction shall not be in conflict with any rule of law or with the terms of this Agreement. Following written notice to the Trustee, the Certificate Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the Trust and the Trust Fund. The Certificate Insurer shall be entitled to reimbursement from the Distribution Account as provided for in Section 6.05 for all out-of-pocket costs and expenses of the Certificate Insurer in connection with such action, proceeding or investigation, including (without limitation) reasonable attorneys' fees and any judgment or settlement entered into affecting the Certificate Insurer or the Certificate Insurer's interests, all of which shall be included in the Reimbursement Amount. (c) In connection with any such action, proceeding or investigation for any remedy available to the Trustee with respect to any matter that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor, the Trust or any Affiliate thereof, the Trustee hereby agrees to cooperate with, and (unless a Certificate Insurer Default exists and is continuing) to take such action as reasonably directed in writing by, the Certificate Insurer, including (without limitation) entering into such agreements and settlements as the Certificate Insurer shall direct, in its sole discretion, without the consent of any Certificateholder. Notwithstanding any other provision herein or in any of the other Transaction Documents, the Trustee shall not be liable to the Certificate Insurer or any Certificateholder for any such action that conforms to the direction of the Certificate Insurer. (d) Any judgment or settlement entered against or affecting the Trust or the Trust Fund in connection with any action, proceeding or investigation shall be paid by the Trustee from the Trust Fund out of funds that would otherwise be distributed to the Holders of the Class X or R Certificates. (e) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation that names the Trust or the Trustee as a party or that could adversely affect the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of any Originator, the Unaffiliated Seller, the Servicer, the Depositor, the Trust or any Affiliate thereof. (f) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary (other than at any time during which a Certificate Insurer Default exists or is continuing)contrary, the Trustee shall not, without the Certificate Insurer's prior written consent or unless directed in writing by the Certificate Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder or under the Certificate Insurance Policy or the Transaction Documents. (g) Each Holder of a Certificate, by acceptance of its Certificate, and the Trustee agree that Certificate Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Certificate Insurer pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the Certificate Insurer, in its sole discretion, without the need for the consent or approval of any Certificateholder or the Trustee, notwithstanding any other provision contained herein or in any of the other Transaction Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Certificate Insurer to exercise any of the rights provided for herein. (h) The Trustee shall, upon reasonable prior written request, permit any representative of the Certificate Insurer, during the Trustee's normal business hours, to examine all books of accounts, records, reports and other information of the Trustee relating to the Certificates and the Trust Fund (including, without limitation, the Mortgage Files), to make copies and extracts therefrom and to discuss the Trustee's performance of its duties with respect to the Transaction Documents with the Responsible Officers of the Trustee.the