Common use of Control by the Certificate Insurer Clause in Contracts

Control by the Certificate Insurer. With respect to the Class AM Certificates only, the Certificate Insurer, or, if an Insurer Default exists, the Holders of a majority of the Class AM Certificates shall have the right (subject to the provisions of Section 11.03) to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Class AM Certificates or exercising any trust or power conferred on the Trustee; provided that: (i) such direction shall not be in conflict with any rule of law or with this Agreement: (ii) if an Insurer Default exists, any direction to the Trustee to sell or liquidate the Trust Fund shall be by Holders of Certificates representing not less than 100% of the Certificate Principal Balance of the Certificates; (iii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction of the Holders of Certificates representing a majority of the Certificate Principal Balance of the Certificates. Notwithstanding the rights of Certificateholders set forth in this Section 11.11 the Trustee need not take any action that it determines might involve it in liability unless such Holders of Certificates or the Certificate Insurer shall have offered security or indemnity satisfactory to the Trustee, against the costs, expenses and liabilities which might be incurred by it in compliance with such request, order or direction. The Trustee shall not be deemed to have knowledge of an Insurer Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Trustee received written notice of such Insurer Default.

Control by the Certificate Insurer. With respect to the Class AM A-1 Certificates only, the Certificate Insurer, or, if unless an Insurer Default exists, or the Holders of a majority of the Class AM Certificates A-1 Certificates, if an Insurer Default exists, shall have the right (subject to the provisions of Section 11.03) to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Class AM A-1 Certificates or exercising any trust or power conferred on the Trustee; provided that: (i) such direction shall not be in conflict with any rule of law or with this Agreement: (ii) if an Insurer Default exists, any direction to the Trustee to sell or liquidate the Trust Fund shall be by Holders of Certificates representing not less than 100% of the Certificate Principal Balance of the Certificates; (iii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction of the Holders of Certificates representing a majority of the Certificate Principal Balance of the Certificates. Notwithstanding the rights of Certificateholders set forth in this Section 11.11 the Trustee need not take any action that it determines might involve it in liability unless such Holders of Certificates or the Certificate Insurer shall have offered to the security or indemnity satisfactory to the Trustee, against the costs, expenses and liabilities which might be incurred by it in compliance with such request, order or direction. The Trustee shall not be deemed to have knowledge of an Insurer Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Trustee received written notice of such Insurer Default.

Control by the Certificate Insurer. With respect to the Class 1-AM Certificates and Class 2-A Certificates only, the Certificate Insurer, or, if an Insurer Default exists, the Holders of a majority of the Class 1-AM Certificates and Class 2-A Certificates shall have the right (subject to the provisions of Section 11.03) to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Class 1-AM Certificates and Class 2-A Certificates or exercising any trust or power conferred on the Trustee; provided that: (i) such direction shall not be in conflict with any rule of law or with this Agreement: (ii) if an Insurer Default exists, any direction to the Trustee to sell or liquidate the Trust Fund shall be by Holders of Certificates representing not less than 100% of the Certificate Principal Balance of the Certificates; (iii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction of the Holders of Certificates representing a majority of the Certificate Principal Balance of the Certificates. Notwithstanding the rights of Certificateholders set forth in this Section 11.11 the Trustee need not take any action that it determines might involve it in liability unless such Holders of Certificates or the Certificate Insurer shall have offered security or indemnity satisfactory to the Trustee, against the costs, expenses and liabilities which might be incurred by it in compliance with such request, order or direction. The Trustee shall not be deemed to have knowledge of an Insurer Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Trustee received written notice of such Insurer Default.

Control by the Certificate Insurer. With respect to the Class AM 2-A Certificates only, the Certificate Insurer, or, if an Insurer Default exists, the Holders of a majority of the Class AM 2-A Certificates shall have the right (subject to the provisions of Section 11.03) to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Class AM 2-A Certificates or exercising any trust or power conferred on the Trustee; provided that: (i) such direction shall not be in conflict with any rule of law or with this Agreement: (ii) if an Insurer Default exists, any direction to the Trustee to sell or liquidate the Trust Fund shall be by Holders of Certificates representing not less than 100% of the Certificate Principal Balance of the Certificates; (iii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction of the Holders of Certificates representing a majority of the Certificate Principal Balance of the Certificates. Notwithstanding the rights of Certificateholders set forth in this Section 11.11 the Trustee need not take any action that it determines might involve it in liability unless such Holders of Certificates or the Certificate Insurer shall have offered security or indemnity satisfactory to the Trustee, against the costs, expenses and liabilities which might be incurred by it in compliance with such request, order or direction. The Trustee shall not be deemed to have knowledge of an Insurer Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Trustee received written notice of such Insurer Default.