Insurer Provisions. (a) Notwithstanding anything to the contrary herein, if a Financial Guaranty Insurance Policy (hereinafter the "Policy") issued by MBIA Insurance Corporation (the "Insurer") is in effect with respect to any Debt Securities and the Insurer is not in default with respect to its obligations under the Policy, the Insurer shall be deemed a Lender for all purposes of this Agreement and shall possess the same rights, in all respects, as any Lender under this Agreement for such time as the Policy is in effect and the Insurer shall possess the exclusive right to exercise or direct the exercise of the rights of all Lenders in accordance with the terms of this Agreement.
(b) For so long as the Policy is in effect or the Insurer is a holder of any Debt Securities, this Agreement shall not be amended or terminated without the prior written consent of the Insurer, and the Insurer's consent shall be required for any action by the Subsidiary or Parent that would require the Lenders' consent under the terms of this Agreement.
(c) Notwithstanding anything to the contrary herein, for so long as a Policy is in effect or the Insurer is a holder of any Debt Securities, the Parent's obligations hereunder shall not be suspended pursuant to Section 5 of this Agreement.
Insurer Provisions. The following provisions shall apply to any Transaction to which the Swap Insurance Policy issued by (“Insurer”), as Credit Support Provider, to the account of Party B, as principal, and for the benefit of Party A, as beneficiary (the “Swap Insurance Policy”), relates (the “Insured Transactions”).
(i) Notwithstanding anything to the contrary in Section 6(a) of this Agreement, if any:
(A) Event of Default in respect of any Insured Transaction under Section 5(a) of this Agreement occurs with respect to Party B as the Defaulting Party, except an Event of Default under either of Sections 5(a)(vii) or 5(a)(viii) of this Agreement (but only with respect to the foregoing specified Events of Default if Party B is the Defaulting Party as a result of the occurrence of such events with respect to Insurer as Party B’s Credit Support Provider); or
(B) Termination Event in respect of any Insured Transaction under Section 5(b) of this Agreement occurs with respect to Party B as the Affected Party, except (I) a Termination Event under Section 5(b)(i)(2) of this Agreement with respect to Party B as the Affected Party (but only with respect to the foregoing Termination Event if Party B is the Affected Party as the result of the occurrence of such event with respect to Insurer as Party B’s Credit Support Provider), and (II) a Termination Event set forth in Part 1(i)(ix)(a) of this Schedule. then, in either such case, neither Party A nor Party B shall designate an Early Termination Date in respect of any such Insured Transaction unless:
Insurer Provisions. (a) The Insurer is not a party to this Assignment or to the Agreement.
(b) The Insurer shall have no duty or obligation to inquire into or investigate the reason, validity, or accuracy of the Corporation's request to exercise any of its rights granted to it under Section 3 of this Assignment, or whether the Owner has notice of any such exercise. The Insurer may treat any such request by the Corporation as an affirmation that the request conforms to and is not inconsistent with the provisions of this Assignment and with the Agreement, and it is thereby authorized to act upon such requests.
(c) The Insurer shall be under no obligation to monitor the obligation of the Corporation to pay amounts received from the Insurer, if any, in excess of the Corporation's Premium Payments (as defined in Section 10 of the Agreement). Likewise, the Insurer shall be under no obligation to monitor the obligation of the Owner, or the other beneficiary or beneficiaries designated by the Owner, to pay to the Corporation from any amounts received from the Insurer its Premium Payments (as defined in Section 10 of the Agreement). The Insurer shall have no obligation or liability to any person or entity if the Corporation or the Owner (or the other beneficiary or beneficiaries designated by the Owner) fail to pay such amounts as are required under this Assignment.
(d) The Insurer shall be fully protected in recognizing a request by the Owner to exercise any right of ownership retained (including, but not limited to, the rights retained under Section 6 of this Assignment), explicitly or otherwise, by the Owner under this Assignment or under the Agreement, whether or not the Corporation has notice of such request (other than a change of beneficiary designation form which purports to alter the Corporation's designation as a beneficiary with respect to its recovery of its Premium Payments which requires the written consent of the Vice-President, Human Resources of the Corporation).
Insurer Provisions. Notwithstanding anything to the contrary, the following terms and provisions shall control.
(a) Any amendment, supplement, modification to, or waiver of, this Agreement, the escrow agreement or any other transaction document, including any underlying security agreement (each a “Related Document”), shall be subject to the prior written consent of the Insurer. In addition, wherever any Related Document requires the consent or approval of Lessor, the Insurer’s consent shall also be required.
(b) This Agreement shall remain in full force and effect and shall not terminate until all Rental Payments hereunder have been made in full and all amounts due and payable, or that may become due and payable to the Insurer, have been paid in full.
(c) Neither Lessee nor Lessor shall terminate, assign, transfer, sublease or encumber this Agreement, the Personal Property or the Rental Payments or any portion of this Agreement, the Personal Property or the Rental Payments without the prior written consent of the Insurer.
(d) No release, sale, disposition or substitution of the Personal Property or any portion of the Personal Property by Lessee or Lessor shall occur without the prior written consent of the Insurer.
(e) So long as the Policy is in effect and BAM is not in default in respect of its payment obligations thereunder, upon the occurrence of a default or Event of Default, BAM shall be entitled to direct and control the enforcement of all rights and remedies granted hereunder. No default or Event of Default may be waived without BAM’s prior written consent.
(f) The Insurer shall be deemed to be Lessor for the purpose of exercising any right or privilege or giving any consent or direction or taking any other action that Lessor is entitled to take pursuant to this Agreement or any other Related Document pertaining to defaults and remedies. In addition, Lessor appoints the Insurer as its agent and attorney-in-fact and agrees that the Insurer may at any time during the continuation of any proceeding by or against Lessee under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of an...
Insurer Provisions. Notwithstanding anything to the contrary in the Agreement, the following provisions shall apply to any Transactions to which the Swap Policy issued by Financial Guaranty Insurance Company, a New York stock insurance company (“Insurer”), for the account of Party B, as principal, and for the benefit of Party A, as beneficiary, relates (“Insured Transactions”).
Insurer Provisions. (a) The County hereby agrees that is shall have no right to any benefits of, or payments under, the Policy. In accordance with the foregoing, the County hereby waives all rights it may have under the Policy, including without limitation, any rights that the County may have obtained or been granted as the result of it being subrogated to or assigned the rights of any Bondholder pursuant to the terms of this Guaranty Agreement, any other Security Document or at law or in equity.
(b) Any payment by the Borrower or Xxxxxxx Communications, LLC under the Reimbursement Documents (as defined in the Reimbursement Agreement) to the County for payments made under this Guaranty Agreement shall be subordinate to (i) the payment of debt service on the Bonds and the reimbursement of all amounts due and payable to the Insurer, and (ii) the replenishment of the Series 2022A Debt Service Reserve Account (including payment of Policy Costs, if any).
(c) To the extent Policy Costs are paid by the Insurer and remain unpaid by the County, the Insurer shall have the sole right to pursue any remedy available under Section 6 hereof in place of the Bond Trustee. The Insurer’s rights under this Guaranty Agreement shall not expire or terminate solely by reason of the payoff or defeasance of the Bonds; but shall only terminate with the indefeasible payment of all amounts due to the Insurer hereunder.
(d) Any amendment, supplement or modification to this Guaranty Agreement shall be subject to the prior written consent of the Insurer and Section 9(a) below. Any waiver relating to the Guarantor’s payment obligations under Section 2 hereof or otherwise with respect to this Section 8 shall be subject to the prior written consent of the Insurer. Any assignment of this Guaranty Agreement shall be subject to the provisions of Section 9(b).
(e) The County will permit the Insurer to discuss the affairs, finances and accounts of the County or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the County and will use commercially reasonable efforts to enable the Insurer to have access to the facilities, books and records of the County on any business day upon reasonable prior notice.
(f) The County shall pay or reimburse the Insurer (1) any and all Policy Costs, and (2) any and all charges, fees, costs and expenses that Insurer may reasonably pay or incur in connection with (A) the administration, enforcement, defense or preservatio...
Insurer Provisions. (a) Notwithstanding anything to the contrary herein, if a Policy issued by an Insurer is in effect with respect to any Debt Securities and the Insurer is not in default with respect to its obligations under the Policy, the Insurer shall be deemed a Lender for all purposes of this Agreement and shall possess the same rights, in all respects, as any Lender under this Agreement for such time as the Policy is in effect and the Insurer shall possess the exclusive right to exercise or direct the exercise of the rights of all Lenders in accordance with the terms of this Agreement.
(b) For so long as the Policy is in effect or the Insurer is a holder of any Debt Securities, the Insurer's consent shall be required for any action by the Grantor that would require the Lenders' consent under the terms of this Agreement.
Insurer Provisions. (a) Notwithstanding anything to the contrary herein, if a Policy issued by an Insurer is in effect with respect to any Debt Securities and the Insurer is not in default with respect to its obligations under the Policy, this Agreement shall be amended in writing signed by all parties hereto so that such Insurer shall become a party to this Agreement, and the Insurer shall be deemed a Lender for all purposes of this Agreement and shall possess the same rights, in all respects, as any Lender under this Agreement for such time as the Policy is in effect and the Insurer shall possess the exclusive right to exercise or direct the exercise of the rights of all Lenders in accordance with the terms of this Agreement as so amended.
(b) For so long as the Policy is in effect or the Insurer is a holder of any Debt Securities, this Agreement shall be amended in writing signed by all parties hereto so that the Insurer's consent shall be required for any action by the Grantor that would require the Lenders' consent under the terms of this Agreement.
Insurer Provisions. Notwithstanding anything to the contrary in the Agreement, the following provisions shall apply to any Transactions to which the Swap Policy issued by MBIA Insurance Corporation (“Insurer”), for the account of Party B, as principal, and for the benefit of Party A, as beneficiary, relates (“Insured Transactions”).
(i) No suspension of payments. Notwithstanding Section 2(a)(iii) of this Agreement, Party A shall not suspend any payments due under an Insured Transaction under Section 2(a)(iii) unless:
(A) Insurer is in default in respect of any payment obligations under the Swap Policy; or
(B) Insurer has not provided to Party A, in accordance with the terms of this Agreement, any ministerial notices (including, and limited to, wire instructions for payments) required by this Agreement to be provided by Party B to Party A, which notices Party B has failed to provide, and Party A has given three (3) Business Days’ notice to Insurer of such failure.
(ii) Representations and agreements. Each party agrees that each of its representations and agreements in this Agreement is expressly made to and for the benefit of Insurer.
(iii) Third-party beneficiary. Party A and Party B hereby each acknowledge and agree that Insurer shall be an express third-party beneficiary (and not merely an incidental third-party beneficiary) of this Agreement and the obligations of such party under any Insured Transaction, and as such, entitled to enforce the Agreement and the terms of any such Insured Transaction against such party on its own behalf and/or on behalf of the holders of the related obligations and otherwise shall be afforded all remedies available hereunder or otherwise afforded by law against the parties hereto to redress any damage or loss incurred by Insurer including, but not limited to, fees (including professional fees), costs and expenses incurred by Insurer which are related to, or resulting from any breach by such party of its obligations hereunder.
Insurer Provisions
