Common use of Note Insurer Default Clause in Contracts

Note Insurer Default. Notwithstanding anything elsewhere in this Agreement (other than Section 10.1) or in the Certificates to the contrary, if a Note Insurer Default exists and is continuing, the provisions of this Agreement (other than Section 10.1) which (a) permit the Note Insurer to exercise rights of the Certificateholder, (b) restrict the ability of the Noteholders, the Owner Trustee or the Certificateholder to act without the consent or approval of the Note Insurer, (c) provide that a particular act or thing must be acceptable to the Note Insurer, (d) permit the Note Insurer to direct (or otherwise to require) the actions of the Owner Trustee, the Issuer, the Master Servicer, the Securities Administrator, the Depositor, the Servicer, the Certificateholder, the Credit Risk Manager, the Custodian, the Seller or the Noteholders, (e) provide that any action or omission taken with the consent, approval or authorization of the Note Insurer shall be authorized hereunder or shall not subject the party taking or omitting to take such action to any liability hereunder or (f) which have a similar effect, shall be of no further force and effect. Nothing in the foregoing sentence, nor any action taken pursuant thereto or in compliance therewith, shall be deemed to have released the Note Insurer from any obligation or liability it may have to any party or to the Certificateholder under any other agreement, instrument or document (including, without limitation, the Note Insurance Policy) or under applicable law. At such time as the Notes are no longer Outstanding under the Indenture, and no amounts owed to the Note Insurer under the Operative Agreements remain unpaid, the Note Insurer’s rights under this Agreement shall terminate.

Note Insurer Default. Notwithstanding anything elsewhere in this Agreement (other than Section 10.1) or in the Certificates Notes to the contrary, if a Note Insurer Default exists and is continuing, the provisions of this Agreement (other than Section 10.110.3) which (a) permit the Note Insurer to exercise rights of the CertificateholderNoteholders, (b) restrict the ability of the Noteholders, the Owner Trustee Certificateholder or the Certificateholder Indenture Trustee to act without the consent or approval of the Note Insurer, (c) provide that a particular act or thing must be acceptable to the Note Insurer, (d) permit the Note Insurer to direct (or otherwise to require) the actions of the Owner Indenture Trustee, the Issuer, the Master Servicer, the Securities Administrator, the Certificateholder, the Depositor, the Servicer, the Certificateholder, the Credit Risk Manager, the Custodian, the Seller or the Noteholders, (e) provide that any action or omission taken with the consent, approval or authorization of the Note Insurer shall be authorized hereunder or shall not subject the party taking or omitting to take such action to any liability hereunder or (f) which have a similar effect, shall be of no further force and effecteffect and the Indenture Trustee, the Issuer, the Certificateholder, the Master Servicer, the Securities Administrator, the Depositor, the Servicer, the Credit Risk Manager, the Custodian and the Seller shall administer the Trust Fund and perform its obligations hereunder and under the Operative Agreements solely for the benefit of the Noteholders and the Certificateholder. Nothing in the foregoing sentence, nor any action taken pursuant thereto or in compliance therewith, shall be deemed to have released the Note Insurer from any obligation or liability it may have to any party or to the Certificateholder Noteholders hereunder, under any other agreement, instrument or document (including, without limitation, the Note Insurance Policy) or under applicable law. At such time as the Notes are no longer Outstanding under the Indenture, and no amounts owed to the Note Insurer under the Operative Agreements or the Note Insurance Agreements remain unpaid, the Note Insurer’s rights under this Agreement shall terminate.. [Signature Page Follows]