Rights of the Certificate Insurer. (a) The Certificate Insurer is an express third-party beneficiary of this Agreement.
(b) The Trustee shall provide to the Certificate Insurer copies of any report, notice, Opinion of Counsel, Officers' Certificate, request for consent or request for amendment to any document related hereto promptly upon the Trustee's production or receipt thereof.
(c) Unless a Certificate Insurer Default exists, the Trustee and the Depositor shall not agree to any amendment to this Agreement without first having obtained the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.
(d) So long as there does not exist a failure by the Certificate Insurer to make a required payment under the Certificate Guaranty Insurance Policy, the Certificate Insurer shall have the right to exercise all rights of the Holders of the Class A Certificates under this Agreement without any consent of such Holders, and such Holders may exercise such rights only with the prior written consent of the Certificate Insurer, except as provided herein.
(e) The Certificate Insurer shall not be entitled to exercise any of its rights hereunder so long as there exists a failure by the Certificate Insurer to make a required payment under the Certificate Guaranty Insurance Policy.
Rights of the Certificate Insurer. By accepting its Senior Certificate, each holder of a Senior Certificate agrees that unless a Certificate Insurer Default exists, the Certificate Insurer shall be deemed to be the holder of the Senior Certificates for all purposes (other than with respect to payment on the Senior Certificates) and shall have the right to exercise all rights of the Certificateholders of the Senior Certificates under this Agreement and under each Class of Senior Certificates without any further consent of the Certificateholders. In addition, each Certificateholder of a Senior Certificate agrees that unless a Certificate Insurer Default exists, the rights specifically enumerated in this Agreement may be exercised by the Certificateholders of a Senior Certificate only with the prior written consent of the Certificate Insurer. The Certificate Insurer may, in writing and in its sole discretion renounce all or any of its rights under Section 8.05 or any requirement for the Certificate Insurer's consent for any period of time.
Rights of the Certificate Insurer. (a) On each Distribution Date the Trustee shall forward to the Certificate Insurer a copy of the reports furnished to the Class A Certificateholders and the Depositor on such Distribution Date.
(b) The Trustee shall provide to the Certificate Insurer copies of any report, notice, Opinion of Counsel, Officer's Certificate, request for consent or request for amendment to any document related hereto promptly upon the Trustee's production or receipt thereof.
(c) Unless a Certificate Insurer Default exists and continues for at least five Business Days, the Trustee and the Depositor shall not agree to any amendment to this Agreement without first having obtained the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld; provided; however, that in no event shall this Agreement be amended in a manner which would increase the Certificate Insurer's obligations hereunder or under the Policy without the Certificate Insurer's consent.
(d) So long as there does not exist a failure by the Certificate Insurer to make a required payment under the Policy, the Certificate Insurer shall have the right to exercise all rights of the Holders of the Class A Certificates under this Agreement, including rights to vote, without any consent of such Holders, and such Holders may exercise such rights only with the prior written consent of the Certificate Insurer, except as provided herein. Notwithstanding the foregoing, in no event shall the Certificate Insurer have the right to exercise the right of any Class A Certificateholder under clause (i) of the second paragraph of Section 10.01 without the consent of such Holder.
(e) The Certificate Insurer shall be a third-party beneficiary of this Agreement, entitled to enforce the provisions hereof as if a party hereto.
Rights of the Certificate Insurer. (a) The Certificate Insurer is an express third-party beneficiary of this Agreement.
(b) On each Distribution Date the Trustee shall make available to the Certificate Insurer a copy of the reports made available to the Certificateholders and the Depositor on such Distribution Date.
Rights of the Certificate Insurer. The Certificate Insurer is an express third-party beneficiary of this Agreement.
Rights of the Certificate Insurer. Rights and Duties of the Swap Provider.
Rights of the Certificate Insurer. (a) The Certificate Insurer is an express third-party beneficiary of this Agreement.
(b) On each Distribution Date the Trustee shall make available to the Certificate Insurer a copy of the reports furnished to the Certificateholders on such Distribution Date.
Rights of the Certificate Insurer. Since the Certificate Insurer is providing the Policy for the exclusive benefit of the Insured Certificates, the rights of the Certificate Insurer under this Agreement shall be limited to the Mortgage Loans and the Insured Certificates. Any action to be taken under this Agreement which requires the consent of the Certificate Insurer shall be limited to any actions which affect or relate to the Mortgage Loans and related REO Properties and the Insured Certificates. Any documents, instruments, certifications or opinions required to be delivered hereunder shall be delivered to the Certificate Insurer only if such documents, instruments, certifications or opinions relate to the Mortgage Loans or the Insured Certificates.
Rights of the Certificate Insurer to Exercise Rights of ------------------------------------------------------- Class A Certificateholders. By accepting its Certificate, each Class A -------------------------- Certificateholder agrees that unless a Certificate Insurer Default exists, the Certificate Insurer shall be deemed to be the Certificateholders for all purposes (other than with respect to payment on the Certificates) and shall have the right to exercise all rights of the Class A Certificateholders under this Agreement and under each Class of Class A Certificates without any further consent of the Class A Certificateholders, including, without limitation:
(a) the right to require the Seller to repurchase Mortgage Loans pursuant to Section 2.02 or 2.04;
(b) the right to give notices of breach or to terminate the rights and obligations of the Master Servicer as servicer pursuant to Section 8.01 and to consent to or direct waivers of Master Servicer defaults pursuant to Section 8.03;
(c) the right to direct the actions of the Trustee during the continuance of a Master Servicer default pursuant to Sections 8.01 and 8.02;
(d) the right to institute proceedings against the Master Servicer pursuant to Section 8.01;
(e) the right to direct the Trustee to investigate certain matters pursuant to Section 9.02;
(f) the right to remove the Trustee pursuant to Section 9.07;
(g) the right to direct foreclosures upon the failure of the Master Servicer to do so in accordance with this Agreement; and
(h) any rights or remedies expressly given the Majority Certificateholders. In addition, each Certificateholder agrees that unless a Certificate Insurer Default exists, the rights specifically enumerated in this Agreement may be exercised by the Certificateholders only with the prior written consent of the Certificate Insurer.
Rights of the Certificate Insurer. Each Senior Certificateholder by purchase of a Senior Certificate held by it acknowledges and agrees that the Certificate Insurer shall have certain rights hereunder for so long as the Senior Certificates are outstanding or any amounts are owed to the Certificate Insurer pursuant to the Certificate Insurance Policy, and the Certificate Insurer is not in default thereunder. Notwithstanding anything to the contrary contained herein, so long as a default by the Certificate Insurer pursuant to the Certificate Insurance Policy has occurred and is continuing, any provision giving the Certificate Insurer the right to direct, appoint or consent to, approve of, or take any action under this Agreement or the Seller Contract, irrespective of whether such rights have been either granted directly to the Certificate Insurer, to the Certificate Insurer as a third-party beneficiary or exercised on behalf of the Senior Certificateholders, shall be inoperative during the period of such default and such right shall instead vest in the Trustee acting at the written direction of Senior Certificateholders (without regard to Section 11.06). The Certificate Insurer may disclaim any of its rights and powers under this Agreement (but not its duties and obligations under the Certificate Insurance Policy or the Insurance Agreement) upon delivery of a written notice to the Trustee. Unless otherwise specified herein, the Certificate Insurer may give or withhold any consent hereunder in its discretion.
