Exercise of Trustee Powers by Certificateholders. Subject to the provisions of this Article VIII, the Certificate Insurer, or the Majority Certificateholders with the consent of the Certificate Insurer (provided that such consent of the Certificate Insurer shall not be required if a Certificate Insurer Default has occurred and is continuing), may direct the time, method and place of conducting any proceeding relating to the Trust or the Certificates or for any remedy available to the Trustee in its capacity as Trustee (and not in its individual capacity) or the Trust Administrator in its capacity as Trust Administrator (and not in its individual capacity) with respect to the Certificates or exercising any trust or power conferred on the Trustee or the Trust Administrator with respect to the Certificates or the Trust (except that if a Certificate Insurer Default has occurred and is continuing then the direction of the Majority Certificateholders shall control and the Certificate Insurer shall have no right to act); provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Agreement; and (ii) each of the Trustee and the Trust Administrator shall have been provided with indemnity satisfactory to it (provided that an unsecured letter of indemnity in a form reasonably satisfactory to the Trustee and the Trust Administrator from a Person which is an insurance company having long-term unsecured debt that is rated at least investment grade (or having a comparable claim-paying ability rating) and having a minimum net worth of $100,000,000 shall satisfy such requirement).
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (New Century Home Equity Loan Trust Series 1999-NCB), Pooling and Servicing Agreement (New Century Home Eq Ln Tr Ser 2000 NCB Asset Back Ps THR Cer), Pooling and Servicing Agreement (Financial Asset Securities Corp)
