Common use of CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER Clause in Contracts

CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER. SECTION 14.01 Exercise of Rights of Holder of the Insured Certificates. Each of the Depositor, the Master Servicer, the Trust Administrator and the Trustee, and, by accepting its Insured Certificate, each Holder of an Insured Certificate, agrees that unless a Certificate Insurer Default has occurred and is continuing, the Certificate Insurer shall have the right to exercise all rights of the Holders of the Insured Certificates under this Agreement without any further consent of the Holders of the Insured Certificates, including, without limitation: (i) the right to direct foreclosures upon Mortgage Loans upon failure of the Servicer to do so; (ii) the right to require the Seller to repurchase or substitute for Loans pursuant to Section 2.03; (iii) the right to give notices of breach or to terminate the rights and obligations of the Master Servicer pursuant to Section 8.01; (iv) the right to direct the actions of the Trustee during the continuance of an Event of Default pursuant to Section 8.01; (v) the right to consent to or direct any waivers of Events of Default pursuant to Section 8.04; (vi) the right to direct the Trustee to investigate certain matters pursuant to Section 9.02(a)(v); and (vii) the right to remove the Trustee and the Trust Administrator pursuant to Sections 9.07 and 10.07 hereof, respectively. In addition, each Holder of an Insured Certificate agrees that, unless a Certificate Insurer Default has occurred and is continuing, the rights specifically set forth above may be exercised by the Holder of an Insured Certificate only with the prior written consent of the Certificate Insurer.

CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER. SECTION 14.01 Exercise of Section 12.1. Rights of Holder the Certificate Insurer to Exercise Rights of the Insured Owners of the Class A Certificates. Each of the Depositor, the Master Servicer, the Trust Administrator and the Trustee, and, by By accepting its Insured Certificate, each Holder Owner of an Insured Certificate, a Class A Certificate agrees that unless a Certificate Insurer Default has occurred and is continuingexists, the Certificate Insurer shall have the right to exercise all following rights of the Holders of the Insured Certificates under this Agreement without any further consent of the Holders Owners of the Insured Class A Certificates, including, without limitation: : (ia) the right to direct foreclosures upon Mortgage Loans upon failure of the Master Servicer to do so; ; (iib) the right to require the Seller Sponsor to repurchase or substitute for Mortgage Loans pursuant to Section 2.03; 3.4; (iiic) the right to give notices of breach or to terminate the rights and obligations of the Master Servicer as Servicer pursuant to Section 8.01; 8.22; (ivd) the right to direct the actions of the Trustee during the continuance of an Event of Default pursuant to Section 8.01; Sections 8.22; (ve) the right to consent to or direct any waivers of Events Event of Default Defaults pursuant to Section 8.04; 8.22; (vif) the right to direct the Trustee to investigate certain matters pursuant to Section 9.02(a)(v)exercise the trusts powers vested in it by this Agreement; and and (viig) the right to remove the Trustee and the Trust Administrator pursuant to Sections 9.07 and 10.07 Section 10.2 hereof, respectively. In addition, each Holder Owner of an Insured a Class A Certificate agrees that, unless a Certificate Insurer Default has occurred and is continuingexists, the rights specifically set forth above may be exercised by the Holder Owners of an Insured Certificate Class A Certificates only with the prior written consent of the Certificate Insurer. Upon the occurrence of, and during the continuance of, any Certificate Insurer Default, all rights and remedies of the Certificate Insurer hereunder, including, without limitation, the right to consent or not to consent to certain actions hereunder, shall vest in the Owners, and may be exercised by a majority of the Owners of each Class of the Class A Certificates.

CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER. SECTION 14.01 Exercise of Section 12.1. Rights of Holder the Certificate Insurer to Exercise Rights of the Insured Owners of the Class A Certificates. Each of the Depositor, the Master Servicer, the Trust Administrator and the Trustee, and, by By accepting its Insured Certificate, each Holder Owner of an Insured Certificate, a Class A Certificate agrees that unless a Certificate Insurer Default has occurred and is continuingexists, the Certificate Insurer shall have the right to exercise all following rights of the Holders of the Insured Certificates under this Agreement without any further consent of the Holders Owners of the Insured Class A Certificates, including, without limitation: : (ia) the right to direct foreclosures upon Mortgage Loans upon failure of the Servicer to do so; ; (iib) the right to require the Unaffiliated Seller to repurchase or substitute for Mortgage Loans pursuant to Section 2.03; 3.5 or Section 3.7; (iiic) the right to give notices of breach or to terminate the rights and obligations of the Master Servicer pursuant to Section 8.018.18; 125 (ivd) the right to direct the actions of the Trustee during the continuance of an Event of Servicer Default pursuant to Section 8.01; 8.18; (ve) the right to consent to or direct any waivers of Events of Default Servicer Defaults pursuant to Section 8.04; 8.18; (vif) the right to direct the Trustee to investigate certain matters pursuant to Section 9.02(a)(v)exercise the trusts powers vested in it by this Agreement; and and (viig) the right to remove the Trustee and the Trust Administrator pursuant to Sections 9.07 and 10.07 Section 10.2 hereof, respectively. In addition, each Holder Owner of an Insured a Class A Certificate agrees that, unless a Certificate Insurer Default has occurred and is continuingexists, the rights specifically set forth above may be exercised by the Holder Owners of an Insured Certificate Class A Certificates only with the prior written consent of the Certificate Insurer. Upon the occurrence of, and during the continuance of, any Certificate Insurer Default, all rights and remedies of the Certificate Insurer hereunder, including, without limitation, the right to consent or not to consent to certain actions hereunder, shall vest in the Owners, and may be exercised by a majority of the Owners of each Class of Class A Certificates.

CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER. SECTION 14.01 Section 12.01 Exercise of Rights of Holder of the Insured Class I-A1 Certificates. Each of the Depositor, the Master Servicer, the Trust Administrator Servicer and the Trustee, and, by accepting its Insured Certificate, each Holder of an Insured a Class I-A1 Certificate, agrees that unless a Certificate Insurer Default has occurred and is continuing, the Certificate Insurer shall have the right to exercise all rights of the Holders of the Insured Class I-A1 Certificates under this Agreement (except as provided in clause (i) of the second paragraph of Section 11.01) without any further consent of the Holders of the Insured Class I-A1 Certificates, including, without limitation: (i) the right to direct foreclosures upon Mortgage Loans upon failure of the Servicer to do so; (ii) the right to require the Seller to repurchase or substitute for Loans pursuant to Section 2.03; (iii) the right to give notices of breach or to direct the Trustee to terminate the rights and obligations of the Master Servicer pursuant to Section 8.017.01; (ivii) the right to direct the actions of the Trustee during the continuance of an a Master Servicer Event of Default pursuant to Section 8.01Sections 7.01 and 7.02; (viii) the right to consent to or direct any waivers of Master Servicer Events of Default pursuant to Section 8.047.04; (viiv) the right to direct the Trustee to investigate certain matters pursuant to Section 9.02(a)(v8.02(a)(v); and (viiv) the right to remove the Trustee and the Trust Administrator pursuant to Sections 9.07 and 10.07 Section 8.07 hereof, respectively. In addition, each Holder of an Insured Certificate the Class I-A1 Certificates agrees that, unless a Certificate Insurer Default has occurred and is continuing, the rights specifically set forth above may be exercised by the Holder of an Insured Certificate the Class I-A1 Certificates only with the prior written consent of the Certificate Insurer. Section 12.02 The Trustee to Act Solely with Consent of the Certificate Insurer. The Trustee shall not: (i) agree to any amendment pursuant to Section 11.01 that adversely affects in any respect the rights or interests of the Certificate Insurer or the Class I-A1 Certificates (without giving effect to the Policy); or (ii) unless a Certificate Insurer Default has occurred and is continuing, undertake any litigation pursuant to Section 8.02(a)(iii) at the request or direction of the Certificateholders, without the prior written consent of the Certificate Insurer which consent shall not be unreasonably withheld; provided, however, nothing contained herein shall prohibit or prevent the Trustee from defending itself or the Trust Fund or taking any action related thereto.