Common use of Third Party Beneficiary; Rating Clause in Contracts

Third Party Beneficiary; Rating. (a) The Certificate Insurer is an intended third-party beneficiary of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Certificate Insurer; provided that, notwithstanding the foregoing, for so long as a Certificate Insurer Default is continuing under its obligations under the Certificate Insurance Policy, the Offered Certificateholders shall succeed to the Certificate Insurer's rights hereunder; provided, further, that even if a Certificate Insurer Default is continuing this Agreement may not be amended except upon delivery to the Certificate Insurer of an Opinion of Counsel acceptable to the Certificate Insurer to the effect that such amendment shall not adversely affect in any material respect the interests of the Certificate Insurer. Without limiting the generality of the foregoing, all covenants and agreements in this Agreement that expressly confer rights upon the Certificate Insurer shall be for the benefit of and run directly to the Certificate Insurer, and the Certificate Insurer shall be entitled to rely on and enforce such covenants to the same extent as if it were a party to this Agreement. (b) In the event the rating of the claims paying ability of the Certificate Insurer by any of the Rating Agencies is reduced to a rating that is below "investment grade" (as that term is then commonly used), the Servicer shall, at its own expense, seek to obtain ratings of each Class of Offered Certificates (apart from the rating related to the Certificate Insurance Policy) from such Rating Agency.

Third Party Beneficiary; Rating. (a) The Certificate Insurer is an intended third-party beneficiary of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Certificate Insurer; provided that, notwithstanding the foregoing, for so long as a Certificate Insurer Default is continuing under its obligations under the Certificate Insurance Policy, the Offered 121 127 Certificateholders shall succeed to the Certificate Insurer's rights hereunder; provided, further, that even if a Certificate Insurer Default is continuing this Agreement may not be amended except upon delivery to the Certificate Insurer of an Opinion of Counsel acceptable to the Certificate Insurer to the effect that such amendment shall not adversely affect in any material respect the interests of the Certificate Insurer. Without limiting the generality of the foregoing, all covenants and agreements in this Agreement that expressly confer rights upon the Certificate Insurer shall be for the benefit of and run directly to the Certificate Insurer, and the Certificate Insurer shall be entitled to rely on and enforce such covenants to the same extent as if it were a party to this Agreement. (b) In the event the rating of the claims paying ability of the Certificate Insurer by any of the Rating Agencies is reduced to a rating that is below "investment grade" (as that term is then commonly used), the Servicer shall, at its own expense, seek to obtain ratings of each Class of Offered Certificates (apart from the rating related to the Certificate Insurance Policy) from such Rating Agency.

Third Party Beneficiary; Rating. (a) The Certificate Insurer is an intended third-party beneficiary of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Certificate Insurer; provided that, notwithstanding the foregoing, for so long as a Certificate Insurer Default is continuing under its obligations under the Certificate Insurance Policy, the Offered Class A Certificateholders shall succeed to the Certificate Insurer's rights hereunder; provided, further, that even if a Certificate Insurer Default is continuing this Agreement may not be amended except upon delivery to the Certificate Insurer of an Opinion of Counsel acceptable to the Certificate Insurer to the effect that such amendment shall not adversely affect in any material 101 107 respect the interests of the Certificate Insurer. Without limiting the generality of the foregoing, all covenants and agreements in this Agreement that expressly confer rights upon the Certificate Insurer shall be for the benefit of and run directly to the Certificate Insurer, and the Certificate Insurer shall be entitled to rely on and enforce such covenants to the same extent as if it were a party to this Agreement. (b) In the event the rating of the claims paying ability of the Certificate Insurer by any of the Rating Agencies is reduced to a rating that is below "investment grade" (as that term is then commonly used), the Servicer shall, at its own expense, seek to obtain ratings of each Class of Offered Class A Certificates (apart from the rating related to the Certificate Insurance Policy) from such Rating Agency.

Third Party Beneficiary; Rating. (a) The Certificate Insurer is an intended third-party beneficiary of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Certificate Insurer; provided PROVIDED that, notwithstanding the foregoing, for so long as a Certificate Insurer Default is continuing under its obligations under the Certificate Insurance Policy, the Offered Certificateholders shall succeed to the Certificate Insurer's rights hereunder; provided, further, that even if a Certificate Insurer Default is continuing this Agreement may not be amended except upon delivery to the Certificate Insurer of an Opinion of Counsel acceptable to the Certificate Insurer to the effect that such amendment shall not adversely affect in any material respect the interests of the Certificate Insurer. Without limiting the generality of the foregoing, all covenants and agreements in this Agreement that expressly confer rights upon the Certificate Insurer shall be for the benefit of and run directly to the Certificate Insurer, and the Certificate Insurer shall be entitled to rely on and enforce such covenants to the same extent as if it were a party to this Agreement. (b) In the event the rating of the claims paying ability of the Certificate Insurer by any of the Rating Agencies is reduced to a rating that is below "investment grade" (as that term is then commonly used), the Servicer shall, at its own expense, seek to obtain ratings of each Class of Offered Certificates (apart from the rating related to the Certificate Insurance Policy) from such Rating Agency.