Common use of Rights of the Note Insurer to Exercise Rights of the Noteholders Clause in Contracts

Rights of the Note Insurer to Exercise Rights of the Noteholders. By accepting its Note, each Noteholder agrees that unless a Note Insurer Default exists, the Note Insurer shall be deemed to be the Noteholders for all purposes (other than with respect to the receipt of payment on the Notes) and shall have the right to exercise all rights of the Noteholders under this Agreement and under the Notes without any further consent of the Noteholders, including, without limitation: (a) the right to require the Sponsor to repurchase or substitute Mortgage Loans pursuant to Sections 2.06 and 4.02 hereof to the extent set forth therein; (b) the right to give notices of breach or to terminate the rights and obligations of the Master Servicer as master servicer pursuant to Section 7.01 hereof and to consent to or direct waivers of Master Servicer defaults pursuant to Section 7.03 hereof; (c) the right to direct the actions of the Indenture Trustee during the continuance of a Servicer Event of Default pursuant to Sections 7.01 and 7.02 hereof; (d) the right to institute proceedings against the Master Servicer pursuant to Section 7.01 hereof; (e) the right to remove the Indenture Trustee pursuant to Section 6.09 of the Indenture; (f) the right to direct foreclosures upon the failure of the Master Servicer to do so in accordance with the provisions of Section 5.06 of this Agreement; and (g) any rights or remedies expressly given the Majority Noteholders. In addition, each Noteholder agrees that, subject to Section 10.02, unless a Note Insurer Default exists, the rights specifically enumerated above may only be exercised by the Noteholders with the prior written consent of the Note Insurer.

Rights of the Note Insurer to Exercise Rights of the Noteholders. By accepting its Note, each Noteholder agrees that unless a Note Insurer Default exists, the Note Insurer shall be deemed to be the Noteholders for all purposes (other than with respect to the receipt of payment on the Notes) and shall have the right to exercise all rights of the Noteholders under this Agreement and under the Notes without any further consent of the Noteholders, including, without limitation: (a) the right to require the Sponsor to repurchase or substitute Mortgage Loans pursuant to Sections 2.06 and 4.02 hereof to the extent set forth therein; (b) the right to give notices of breach or to terminate the rights and obligations of the Master Servicer as master servicer pursuant to Section 7.01 hereof and to consent to or direct waivers of Master Servicer defaults pursuant to Section 7.03 hereof; (c) the right to direct the actions of the Indenture Trustee during the continuance of a Servicer Event of Default pursuant to Sections 7.01 and 7.02 hereof; (d) the right to institute proceedings against the Master Servicer pursuant to Section 7.01 hereof; (e) the right to remove the Indenture Trustee pursuant to Section 6.09 of the Indenture; (f) the right to direct foreclosures upon the failure of the Master Servicer to do so in accordance with the provisions of Section 5.06 of this Agreement; and (g) any rights or remedies expressly given the Majority Noteholders. In addition, each Noteholder agrees that, subject to Section 10.02, unless a Note Insurer Default exists, the rights specifically enumerated above may only be exercised by the Noteholders with the prior written consent of the Note Insurer.

Rights of the Note Insurer to Exercise Rights of the Noteholders. By accepting its Note, each Noteholder agrees that unless a Note Insurer Default exists, the Note Insurer shall be deemed to be the Noteholders for all purposes (other than with respect to the receipt of payment on the Notes) and shall have the right to exercise all rights of the Noteholders under this Agreement and under the Notes without any further consent of the Noteholders, including, without limitation: (a) the right to require the Sponsor to repurchase or substitute Mortgage Loans pursuant to Sections 2.06 and 4.02 hereof to the extent set forth therein; (b) the right to give notices of breach or to terminate the rights and obligations of the Master Servicer as master servicer pursuant to Section 7.01 hereof and to consent to or direct waivers of Master Servicer defaults pursuant to Section 7.03 hereof; (c) the right to direct the actions of the Indenture Trustee during the continuance of a Servicer Event of Default pursuant to Sections 7.01 and 7.02 hereof; (d) the right to institute proceedings against the Master Servicer pursuant to Section 7.01 hereof; (e) the right to remove the Indenture Trustee pursuant to Section 6.09 of the Indenture; (f) the right to direct foreclosures upon the failure of the Master Servicer to do so in accordance with the provisions of Section 5.06 of this Agreement; and (g) any rights or remedies expressly given the Majority Noteholders. In addition, each Noteholder agrees that, subject to Section 10.02, unless a Note Insurer Default exists, the rights specifically enumerated above may only be exercised by the Noteholders with the prior written consent of the Note Insurer.