Certificate Insurer Rights Sample Clauses

Certificate Insurer Rights. (a) All notices, statements, reports, certificates, lists or opinions required by this Agreement to be sent to the parties hereto, the Rating Agencies or the Class II-A-2 Certificateholders shall also be sent at such time to the Certificate Insurer at the notice address set forth in Section 11.05. (b) The Certificate Insurer shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Certificate Insurer’s or any Class II-A-2 Certificateholder’s rights explicitly specified herein as if a party hereto. (c) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Class II-A-2 Policy. (d) The Trustee, the Depositor and the Master 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 or under the Insurance Agreement without limiting the rights or affecting the interests of the Certificateholders as otherwise set forth herein. (e) The Certificate Insurer will have the right to exercise all rights, including voting rights, which the Holders of the Class II-A-2 Certificates are entitled to exercise under this Agreement, under the Mortgage Loan Purchase 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 Class II-A-2 Certificates or the rights or obligations of the Certificate Insurer hereunder, under the Mortgage Loan Purchase Agreement, under the Insurance Agreement or under the Class II-A-2 Policy or any other instrument, document or agreement relating to the foregoing or under the other Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Seller, the Master 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 the exclusive right to determine, in its ...
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Certificate Insurer Rights. The Certificate Insurer shall be an express third party beneficiary of this Custodial Agreement for the purpose of enforcing the provisions hereof to the extent of the Certificate Insurer's or any Class II-A Certificateholder's rights explicitly specified herein as if a party hereto.
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Certificate Insurer Rights. 141 EXHIBITS Exhibit A-1 Form of Class A Certificates Exhibit A-2 Form of Class M Certificates Exhibit A-3 Form of Class P Certificates Exhibit A-4 Form of Class CE Certificates Exhibit A-5 Form of Class R Certificates Exhibit B Mortgage Loan Schedule Exhibit C [Reserved] Exhibit D Form of Transfer Affidavit Exhibit E Form of Transferor Certificate Exhibit F Form of Investment Letter (Non-Rule 144A) Exhibit G Form of Rule 144A and Related Matters Certificate Exhibit H Form of Request for Release Exhibit I DTC Letter of Representations Exhibit J Schedule of Mortgage Loans with Lost Notes Exhibit K Form of Custodial Agreement Exhibit L Form of Back-Up Certification Exhibit M Form of Mortgage Loan Purchase Agreement Exhibit N Form of Class II-A Policy POOLING AND SERVICING AGREEMENT, dated as of August 1, 2004, among BEAR STEARNS ASSET BACKEX XXXXXITIES I LLC, a Delaware limited liability company, as depositor (the "Depositor"), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer") and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as trustee (the "Trustee").
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Certificate Insurer Rights. (a) All notices, statements, reports, certificates or opinions required by this Agreement to be sent by any Person to the Rating Agencies or the Holders of the Class CB-15 Certificates shall also be sent at such time to the Certificate Insurer. (b) The Certificate Insurer shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Certificate Insurer’s rights explicitly specified herein as if a party hereto. (c) All references herein to the ratings assigned to the Certificates shall be without regard to the Certificate Insurance Policy.
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Certificate Insurer Rights. (a) All notices, statements, reports, certificates or opinions required by this Agreement to be sent by any Person to the Rating Agencies or the Holders of the Class 1-A-6 Certificates shall also be sent at such time to the Certificate Insurer. (b) The Certificate Insurer shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Certificate Insurer’s rights explicitly specified herein as if a party hereto. (c) All references herein to the ratings assigned to the Certificates shall be without regard to the Certificate Insurance Policy. IN WITNESS WHEREOF, the Company, WMBFA, the Trustee and the Delaware Trustee have caused their names to be signed hereto by their respective officers, thereunto duly authorized, all as of the day and year first above written. By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: First Vice President WASHINGTON MUTUAL BANK, FA as Servicer By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Assistant Vice President CHRISTIANA BANK & TRUST COMPANY, as Delaware Trustee By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Assistant Vice President STATE OF WASHINGTON ) ) SS. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Xxxxxx X. Xxxxxxx is the person who appeared before me, and he acknowledged that he signed this instrument, on oath stated that. he was authorized to execute the instrument and acknowledged it as the First Vice President of WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., to be the free and voluntary act of such party for the uses and purposes mentioned therein. Dated this 25th day of March, 2005. /s/ Xxxxxxxxx Xxxxxx Notary Public in and for the State of Washington, residing at Seattle My commission expires: 2-26-2007 STATE OF WASHINGTON ) ) SS. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Xxxxxxx Xxxxx is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Vice President of Washington Mutual Bank, FA, a federal savings association, to be the free and voluntary act of such association for the uses and purposes mentioned in the instrument. Dated this 25th day of March, 2005. /s/ Xxxxxxxxx Xxxxxx Notary Public in and for the State of Washington...
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Certificate Insurer Rights. Exhibits
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Certificate Insurer Rights. (a) All notices, statements reports, certificates or opinions required by this Agreement to be sent to the Rating Agencies or the Class II-A1D2 Certificateholders shall also be sent at such time to Certificate Insurer at the notice address set forth in Section 11.05. (b) The Certificate Insurer shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of Certificate Insurer’s rights explicitly specified herein as if a party hereto. (c) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Class II-A1D2 Policy.
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Certificate Insurer Rights. If a Certificate Insurer Default has occurred and is continuing, any provision herein giving the Certificate Insurer the right to direct, appoint, consent to, approve of, or take any action (or waive any action) hereunder shall be inoperative; provided, however, that upon the cure of any such Certificate Insurer Default, such rights shall be reinstated.
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Related to Certificate Insurer Rights

  • Form of the Certificates (a) The Certificates shall be substantially in the form of Exhibit A. The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. (b) The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. The Certificates shall be fully registered. (c) The Certificates shall be issued in fully-registered form. The terms of the Certificates set forth in Exhibit A shall form part of this Agreement.

  • Certificate No 1-A-1-[_] Cut-off Date: October 1, 2004 First Distribution Date: November 25, 2004 Last Scheduled Distribution Date: October 25, 2034 Pass-Through Rate: Variable in accordance with the Agreement Initial Certificate Principal Balance of this Certificate $[ ] ("Denomination"): Initial Certificate Principal Balances of all Certificates $70,640,000 of this Class: CUSIP: 576434 WV 2 ISIN: US576434WV28 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ALTERNATIVE LOAN TRUST 2004-11 Mortgage Pass-Through Certificates, Series 2004-11 Class 1-A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance at any time may be less than the Certificate Principal Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the Trust Administrator, the Trustee or the Custodians referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______] is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, UBS Real Estate Securities Inc., as transferor (the "Transferor"), Wells Fargo Bank, National Association, as master servicer (in such capxxxxx, the "Servicer"), trust administrator (in such capacity, the "Trust Administrator") and a custodian, U.S. Bank National Association, as a custodian and as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Certificate Forms SECTION 2.1 Forms of Certificates Generally............................................................ 18 SECTION 2.2 Form of Agent's Certificate of Authentication.............................................. 19

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.

  • CFO Certificate On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.

  • Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans The recitals contained herein and in the Certificates (other than the signature and countersignature of the Trustee on the Certificates) shall be taken as the statements of the Seller, and neither the Trustee nor the Securities Administrator shall have any responsibility for their correctness. Neither the Trustee nor the Securities Administrator makes any representation as to the validity or sufficiency of the Certificates (other than the signature and countersignature of the Trustee on the Certificates) or of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.05 hereof; provided, however, that the foregoing shall not relieve the Trustee of the obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04. The Trustee's signature and countersignature (or countersignature of its agent) on the Certificates shall be solely in its capacity as Trustee and shall not constitute the Certificates an obligation of the Trustee in any other capacity. Neither the Trustee or the Securities Administrator shall be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller with respect to the Mortgage Loans. Subject to the provisions of Section 2.05, neither the Trustee nor the Securities Administrator shall not be responsible for the legality or validity of this Agreement or any document or instrument relating to this Agreement, the validity of the execution of this Agreement or of any supplement hereto or instrument of further assurance, or the validity, priority, perfection or sufficiency of the security for the Certificates issued hereunder or intended to be issued hereunder. Neither the Trustee nor the Securities Administrator shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders, under this Agreement. Neither the Trustee nor the Securities Administrator shall have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement other than any continuation statements filed by the Trustee pursuant to Section 3.20.

  • Medical Certificates Where the Employer requests medical certificates the Employer shall pay the costs of such certificates.

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