Common use of Certificate Insurer Rights Clause in Contracts

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 sole discretion, the actions necessary to preserve and protect the interest of the Class II-A-2 Certificates. The Certificate Insurer shall be entitiled to reimbursement for all reasonable costs and expenses incurred in connection with the exercise of such rights. (f) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust or the Trustee as a party or that could adversely affect the interest of the Class II-A-2 Certificates. (g) Notwithstanding anything contained herein or in any of the other Transaction Documents to the 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 or the Trust Fund to the extent any such settlement, action, proceeding or investigation could reasonably be expected to have a material adverse affect on the rights or obligations of the Certificate Insurer hereunder or under the Class II-A-2 Policy or the Transaction Documents. (h) 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.

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 Insurers at the related notice address addresses set forth in Section 11.0512.05. (b) The Certificate Insurer Insurers shall be an express third party beneficiary beneficiaries of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Certificate Insurer’s Insurers’ 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 either Certificate Policy. (d) The TrusteeTrustee (subject to its rights under this Agreement), the Depositor Depositor, the Securities Administrator and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer Insurers for action to preserve or enforce the Certificate Insurer’s Insurers’ 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 Class I-A-3 Insurer and Class II-A Insurer will have the right to exercise all rights, including voting rights, which the Holders of the Class I-A-3 Certificates and Class II-A-2 Certificates A Certificates, respectively, 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 Insurers shall have the right to participate in, to direct the enforcement or defense of, and, at the Certificate Insurer’s Insurers’ sole option, to institute or assume the defense of, any action, proceeding or investigation for any remedy available to the Trustee and to the Securities Administrator with respect to any matter that could adversely affect the Class II-A-2 Certificates Trust, the Trust Fund or the rights or obligations of the Certificate Insurer Insurers hereunder, under the Mortgage Loan Purchase Agreement, under the applicable Insurance Agreement or under the Class I-A-3 Policy, in the case of the Class I-A-3 Insurer, or Class II-A-2 Policy A Policy, in the case of the Class II-A Insurer, 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 TrusteeTrustee and to the Securities Administrator, the each Certificate Insurer shall have the exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the interest of Trust and the Class II-A-2 Certificates. The Certificate Insurer shall be entitiled to reimbursement for all reasonable costs and expenses incurred in connection with the exercise of such rightsTrust Fund. (f) The Trustee hereby agrees to provide to the Certificate Insurer Insurers prompt written notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust or the Trustee as a party or and that could adversely affect the interest of Trust or the Class II-A-2 CertificatesTrust Fund. (g) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Trustee shall not, without the Certificate Insurer’s Insurers’ prior written consent or unless directed in writing by the Certificate InsurerInsurers’, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust or the Trust Fund to the extent any such settlement, action, proceeding or investigation could reasonably be expected to have a material adverse affect on the rights or obligations of the Certificate Insurer Insurers hereunder or under the Class I-A-3 Policy or Class II-A-2 Policy A Policy, as applicable, or the Transaction Documents. (h) . Each Holder of a Certificate, by acceptance of its Certificate, and the Trustee agree that Certificate Insurer Insurers shall have such rights as set forth in this Section, which are in addition to any rights of the Certificate Insurer Insurers pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the each 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 Insurers to exercise any of the rights provided for herein.

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 A 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 's or any Class II-A-2 A Certificateholder’s '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 A 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 '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 A 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 '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 Trust, the Trust Fund 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 A 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 sole discretion, the actions necessary to preserve and protect the interest of Trust and the Class II-A-2 Certificates. The Certificate Insurer shall be entitiled to reimbursement for all reasonable costs and expenses incurred in connection with the exercise of such rightsTrust Fund. (f) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust or the Trustee as a party or that could adversely affect the interest of Trust or the Class II-A-2 CertificatesTrust Fund. (g) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Trustee shall not, without the Certificate Insurer’s '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 or the Trust Fund to the extent any such settlement, action, proceeding or investigation could reasonably be expected to have a material adverse affect on the rights or obligations of the Certificate Insurer hereunder or under the Class II-A-2 A Policy or the Transaction Documents. (h) 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.. * * *

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 IIIII-A-2 A 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 's or any Class IIIII-A-2 A Certificateholder’s '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 IIIII-A-2 A 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 '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 IIIII-A-2 A 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 '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 Trust, the Trust Fund or the rights or obligations of the Certificate Insurer hereunder, under the Mortgage Loan Purchase Agreement, under the Insurance Agreement or under the Class IIIII-A-2 A 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 sole discretion, the actions necessary to preserve and protect the interest of Trust and the Class II-A-2 Certificates. The Certificate Insurer shall be entitiled to reimbursement for all reasonable costs and expenses incurred in connection with the exercise of such rightsTrust Fund. (f) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust or the Trustee as a party or that could adversely affect the interest of Trust or the Class II-A-2 CertificatesTrust Fund. (g) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Trustee shall not, without the Certificate Insurer’s '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 or the Trust Fund to the extent any such settlement, action, proceeding or investigation could reasonably be expected to have a material adverse affect on the rights or obligations of the Certificate Insurer hereunder or under the Class IIIII-A-2 A Policy or the Transaction Documents. (h) 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.. * * *

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 A 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 's or any Class II-A-2 A Certificateholder’s '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 A 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 '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 A Certificates are entitled to exercise under this 148 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 '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 Trust, the Trust Fund 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 A 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 sole discretion, the actions necessary to preserve and protect the interest of Trust and the Class II-A-2 Certificates. The Certificate Insurer shall be entitiled to reimbursement for all reasonable costs and expenses incurred in connection with the exercise of such rightsTrust Fund. (f) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust or the Trustee as a party or that could adversely affect the interest of Trust or the Class II-A-2 CertificatesTrust Fund. (g) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Trustee shall not, without the Certificate Insurer’s '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 or the Trust Fund to the extent any such settlement, action, proceeding or investigation could reasonably be expected to have a material adverse affect on the rights or obligations of the Certificate Insurer hereunder or under the Class II-A-2 A Policy or the Transaction Documents. (h) 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.. * * *

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 A 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 's or any Class II-A-2 A Certificateholder’s '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 A 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 '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 A Certificates are entitled to exercise under this 141 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 '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 Trust, the Trust Fund 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 A 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 sole discretion, the actions necessary to preserve and protect the interest of Trust and the Class II-A-2 Certificates. The Certificate Insurer shall be entitiled to reimbursement for all reasonable costs and expenses incurred in connection with the exercise of such rightsTrust Fund. (f) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust or the Trustee as a party or that could adversely affect the interest of Trust or the Class II-A-2 CertificatesTrust Fund. (g) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Trustee shall not, without the Certificate Insurer’s '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 or the Trust Fund to the extent any such settlement, action, proceeding or investigation could reasonably be expected to have a material adverse affect on the rights or obligations of the Certificate Insurer hereunder or under the Class II-A-2 A Policy or the Transaction Documents. (h) 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.. * * *

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 Insurers at the related notice address addresses set forth in Section 11.0512.05. (b) The Certificate Insurer Insurers shall be an express third party beneficiary beneficiaries of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Certificate Insurer’s Insurers’ 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 III-A-2 A Policy or either Class II-1-A Policy. (d) The TrusteeTrustee (subject to its rights under this Agreement), the Depositor Depositor, the Securities Administrator and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer Insurers for action to preserve or enforce the Certificate Insurer’s Insurers’ 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 Class II-1-A Insurer will have the right to exercise all rights, including voting rights, which the Holders of the Class IIII-1-A-2 A 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. The Class I-A Insurer will have the right to exercise all rights, including voting rights, which the Holders of the Class I-A-3 Certificates and Class I-A-4 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 Insurers shall have the right to participate in, to direct the enforcement or defense of, and, at the Certificate Insurer’s Insurers’ sole option, to institute or assume the defense of, any action, proceeding or investigation for any remedy available to the Trustee and to the Securities Administrator with respect to any matter that could adversely affect the Class II-A-2 Certificates Trust, the Trust Fund or the rights or obligations of the Certificate Insurer Insurers hereunder, under the Mortgage Loan Purchase Agreement, under the applicable Insurance Agreement or under the Class III-A-2 Policy A Policy, in the case of the Class I-A Insurer, or either Class II-1-A Policy, in the case of the Class II-1-A Insurer, 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 TrusteeTrustee and to the Securities Administrator, the each Certificate Insurer shall have the exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the interest of Trust and the Class II-A-2 Certificates. The Certificate Insurer shall be entitiled to reimbursement for all reasonable costs and expenses incurred in connection with the exercise of such rightsTrust Fund. (f) The Trustee hereby agrees to provide to the Certificate Insurer Insurers prompt written notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust or the Trustee as a party or and that could adversely affect the interest of Trust or the Class II-A-2 CertificatesTrust Fund. (g) Notwithstanding anything contained herein or in any of the other Transaction Documents to the contrary, the Trustee shall not, without the Certificate Insurer’s Insurers’ prior written consent or unless directed in writing by the Certificate InsurerInsurers’, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Trust or the Trust Fund to the extent any such settlement, action, proceeding or investigation could reasonably be expected to have a material adverse affect on the rights or obligations of the Certificate Insurer Insurers hereunder or under the Class III-A-2 A Policy or either Class II-1-A Policy, as applicable, or the Transaction Documents. (h) . Each Holder of a Certificate, by acceptance of its Certificate, and the Trustee agree that Certificate Insurer Insurers shall have such rights as set forth in this Section, which are in addition to any rights of the Certificate Insurer Insurers pursuant to the other provisions of the Transaction Documents, that the rights set forth in this Section may be exercised by the each 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 Insurers to exercise any of the rights provided for herein.. ***

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 related notice address addresses set forth in Section 11.0512.05. (b) The Certificate Insurer shall be an express third party beneficiary beneficiaries 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 TrusteeTrustee (subject to its rights under this Agreement), the Depositor Depositor, the Securities Administrator 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 III-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 and to the Securities Administrator with respect to any matter that could adversely affect the Class II-A-2 Certificates Trust, the Trust Fund 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 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 SellerSponsor, 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 TrusteeTrustee and to the Securities Administrator, the each Certificate Insurer shall have the exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the interest of Trust and the Class II-A-2 Certificates. The Certificate Insurer shall be entitiled to reimbursement for all reasonable costs and expenses incurred in connection with the exercise of such rightsTrust Fund. (f) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust or the Trustee as a party or and that could adversely affect the interest of Trust or the Class II-A-2 CertificatesTrust Fund. (g) Notwithstanding anything contained herein or in any of the other Transaction Documents to the 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 or the Trust Fund to the extent any such settlement, action, proceeding or investigation could reasonably be expected to have a material adverse affect on the rights or obligations of the Certificate Insurer hereunder or under the Class II-A-2 Policy Policy, as applicable, or the Transaction Documents. (h) . 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 each 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.. * * *

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 related notice address addresses set forth in Section 11.0512.05. (b) The Certificate Insurer shall be an express third party beneficiary beneficiaries 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 TrusteeTrustee (subject to its rights under this Agreement), the Depositor Depositor, the Securities Administrator 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 III-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 and to the Securities Administrator with respect to any matter that could adversely affect the Class II-A-2 Certificates Trust, the Trust Fund 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 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 SellerSponsor, 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 TrusteeTrustee and to the Securities Administrator, the each Certificate Insurer shall have the exclusive right to determine, in its sole discretion, the actions necessary to preserve and protect the interest of Trust and the Class II-A-2 Certificates. The Certificate Insurer shall be entitiled to reimbursement for all reasonable costs and expenses incurred in connection with the exercise of such rightsTrust Fund. (f) The Trustee hereby agrees to provide to the Certificate Insurer prompt written notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust or the Trustee as a party or and that could adversely affect the interest of Trust or the Class II-A-2 CertificatesTrust Fund. (g) Notwithstanding anything contained herein or in any of the other Transaction Documents to the 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 or the Trust Fund to the extent any such settlement, action, proceeding or investigation could reasonably be expected to have a material adverse affect on the rights or obligations of the Certificate Insurer hereunder or under the Class II-A-2 Policy Policy, as applicable, or the Transaction Documents. (h) . 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 each 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.