Common use of Replacement Certificate Insurance Policy Clause in Contracts

Replacement Certificate Insurance Policy. In the event the rating of the Certificate Insurer is downgraded by any Rating Agency, such that the rating of the Investor Certificates is reduced, suspended or withdrawn, the Servicer shall be permitted, in accordance with the terms of the Insurance Agreement, but shall not be obligated, to substitute a new certificate insurance policy for the Certificate Insurance Policy or may arrange for any other form of credit enhancement; provided, however, that, in -------- ------- each case, the rating of the Investor Certificates following any such substitution shall be the highest rating available from each of the Rating Agencies and provided further that the Certificate Insurer is reimbursed for all amounts due under this Agreement and the Insurance Agreement. It shall be a condition to substitution of any such new certificate insurance policy or other form of credit enhancement that there be delivered to the Trustee (i) an Officer's Certificate by the Servicer stating that the conditions to such substitution set forth in this Section 4.3 (other than in clause (ii)) have been satisfied and (ii) a legal opinion, acceptable in form to the Trustee, from counsel to the provider of such certificate insurance policy or other form of credit enhancement with respect to the enforceability thereof and such other matters as the Trustee may require. Upon receipt of written notice of any such substitution from the Servicer and the taking of physical possession of the replacement certificate insurance policy or other form of credit enhancement, the Trustee shall, within five (5) Business Days following receipt of such notice and such taking of physical possession, deliver the Certificate Insurance Policy to the Certificate Insurer and the Certificate Insurer will have no further liability under the Certificate Insurance Policy.

Replacement Certificate Insurance Policy. In the event the rating of the Certificate Insurer is downgraded by any Rating Agency, such that the rating of the Investor Certificates is reduced, suspended or withdrawn, the Servicer shall be permitted, in accordance with the terms of the Insurance Agreement, but shall not be obligated, to substitute a new certificate insurance policy for the Certificate Insurance Policy or may arrange for any other form of credit enhancement; provided, however, that, in -------- ------- each case, the rating of the Investor Certificates following any such substitution shall be the highest rating available from each of the Rating Agencies and provided further provided, further, that the Certificate Insurer is reimbursed for all amounts due under this Agreement and the Certificate Insurance Agreement. It shall be a condition to substitution of any such new certificate insurance policy or other form of credit enhancement that there be delivered to the Trustee (i) an Officer's Certificate by the Servicer stating that the conditions to such substitution set forth in this Section 4.3 (other than in clause (ii)) have been satisfied and (ii) a legal opinion, acceptable in form to the Trustee, from counsel to the provider of such certificate insurance policy or other form of credit enhancement with respect to the enforceability thereof and such other matters as the Trustee may require. Upon receipt of written notice of any such substitution from the Servicer and the taking of physical possession of the replacement certificate insurance policy or other form of credit enhancement, the Trustee shall, within five (5) Business Days following receipt of such notice and such taking of physical possession, deliver the Certificate Insurance Policy to the Certificate Insurer and the Certificate Insurer will have no further liability under the Certificate Insurance Policy.