Rights of Insurer. Notwithstanding anything to the contrary in the Basic Documents, without the prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing), the Owner Trustee shall not (i) remove the Servicer, (ii) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, other than with respect to the enforcement of any Receivable or any rights of the Trust thereunder, (iii) authorize the merger or consolidation of the Trust with or into any other statutory trust or other entity (other than in accordance with Section 3.10 of the Indenture) or (iv) amend the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute).
Rights of Insurer. Notwithstanding anything to the contrary in the Operative Documents, without the prior written consent of the Insurer (or if an Insurer Default shall have occurred and is continuing, the Security Majority) the Owner Trustee shall not (i) remove the Master Servicer, (ii) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, other than with respect to the enforcement of any Mortgage Loan or any rights of the Trust thereunder, (iii) authorize the merger or consolidation of the Trust with or into any other business trust or other entity (other than in accordance with Section 3.10 of the Indenture), (iv) amend the Certificate of Trust or (v) amend this Agreement in accordance with Section 11.1 of this Agreement.
Rights of Insurer. 18 ARTICLE V.
Rights of Insurer. Notwithstanding anything to the contrary in the Basic Documents, for so long as any Notes are Outstanding under the Indenture, without the prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing), the Owner Trustee shall not (i) remove the Servicer, (ii) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, other than with respect to the enforcement of any Receivable or any rights of the Trust thereunder, (iii) authorize the merger or consolidation of the Trust with or into any other business trust or other entity (other than in accordance with Section 3.10 of the Indenture) or (iv) amend the Certificate of Trust.
Rights of Insurer. 18 Section 4.7 Separateness ...................................................18
Rights of Insurer. 5.4.1 Without prejudice to clause 5.3, the Insurance may provide that the Insurer is entitled to recover any outstanding premium or additional premium amounts from the Firm in any circumstance where (but for the operation of clause 5.3) the Insurer would have been entitled to avoid or repudiate the Insurance.
5.4.2 The Insurance may further provide that, in any situation where the Insurer becomes aware that there has been fraudulent non-disclosure or fraudulent misrepresentation to the Insurer in connection with a placement or renewal of Insurance for a Firm, the Insurer may refer the conduct of any relevant Principal of that Firm to the Law Society to permit the Law Society to take action against that Principal under the Solicitors Acts 1954 to 2008 or otherwise.
Rights of Insurer. Notwithstanding anything to the contrary in the Transaction Documents, (a) the Owner Trustee shall provide prompt written notice to the Insurer of any action, proceeding or investigation that to the actual knowledge of the Owner Trustee could adversely affect the Trust or the Trust Estate or the rights or obligations of the Insurer under any of the Transaction Documents or under the Policy, (b) if no Insurer Default shall have occurred and be continuing, and the Seller shall be actively defending any action, proceeding or investigation brought against the Trust or the Trust Estate that could materially adversely affect the Trust or the Trust Estate or the rights or obligations of the Insurer under any of the Transaction Documents or under the Policy, then the Owner Trustee shall, upon written notice from the insurer, allow the Insurer to institute, assume or control the defense of such action, proceeding or investigation and (c) without the prior written consent of the Insurer (so long as no insurer Default shall have occurred and be continuing), the Owner Trustee shall not (i) initiate any investigation, claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, other than with respect to the enforcement of any receivable or any rights of the Trust thereunder, (ii) authorize the merger or consolidation of the Trust with or into any other statutory trust or other entity (other than in accordance with Section 3.16 of the Indenture) or (iii) amend the Certificate of Trust.
Rights of Insurer. 5.4.1 The Insurance may provide that the Insurer is entitled to recover any outstanding premium or additional premium amounts from the Firm in any circumstance where (but for the operation of clause 5.3) the Insurer would have been entitled to avoid or repudiate the Insurance.
5.4.2 The Insurance may further provide that, in any situation where the Insurer becomes aware that there has been fraudulent non-disclosure or fraudulent misrepresentation to the Insurer in connection with a placement or renewal of Insurance for a Firm, the Insurer may refer the conduct of any relevant Principal of that Firm to the Law Society to permit the Law Society to take action against that Principal under the Solicitors Acts 1954 to 2015 or otherwise.
Rights of Insurer. As long as the Insurance Policy is in effect and the Insurer is not in default in respect of its payment obligations thereunder, the Insurer shall be deemed to be the sole and exclusive Owner of the Outstanding Bonds for purposes of all approvals, consents, waivers, institution of any action, and the direction of all remedies, including but not limited to approval of or consent to any amendment of or supplement to this Lease Agreement and the Ground Lease which requires the consent or approval of the Owners of a majority of the aggregate principal evidenced by the Bonds then Outstanding; provided, however, that the Insurer shall not be deemed to be the sole and exclusive Owner of the Outstanding Bonds with respect to any amendment or supplement to this Lease Agreement or the Ground Lease which seeks to amend or supplement this Lease Agreement or the Ground Lease for purposes set forth in clause (i) or (ii) of subsection (b) of Section 8.01 hereof, and, provided, further, that the Insurer shall not be deemed to be the sole and exclusive Owner of the Outstanding Bonds for such purposes, and shall not have the right to direct or consent to City, Authority, Trustee or Owner action, during any period if:
(a) the Insurer shall fail to make any payment under the Insurance Policy when due and such failure shall continue for three Business Days;
(b) any material provision of the Insurance Policy shall be held to be invalid by a final, non-appealable order of a court of competent jurisdiction, or the validity or enforceability thereof shall be contested in writing by the Insurer; or
(c) a proceeding shall have been instituted in a court having jurisdiction in the premises seeking an order for relief, rehabilitation, reorganization, conservation, liquidation or dissolution in respect of the Insurer under Article 16 of the Insurance Law of the State of New York or any successor provision thereto and such proceeding is not terminated for a period of 90 consecutive days or such court enters an order granting the relief sought in such proceeding.
Rights of Insurer. Notwithstanding anything to the contrary in the Basic Documents, without the prior written consent of the Insurer the Owner Trustee shall not (i) remove the Servicer, (ii) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, other than with respect to the enforcement of any Mortgage Loan or any rights of the Trust thereunder, (iii) authorize the merger or consolidation of the Trust with or into any other business trust or other entity, (iv) amend the Certificate of Trust or (v) amend this Agreement in accordance with Section 11.1 of this Agreement.
