Common use of Claims Under Insurance Policy Clause in Contracts

Claims Under Insurance Policy. (a) If, by 11:00 a.m. New York City time on the second Business Day preceding any Interest Payment Date or at Maturity relating to the Securities, there are not sufficient funds in the Distribution Account to pay all principal and interest payable in cash by the Company on such Interest Payment Date as set forth in the Interest and Principal Payment Certification and the Trustee has not received a notice from the Company electing to pay PIK Interest pursuant to Section 2.11, the Trustee shall deliver to the Collateral Agent, the Insurer and the Holders by facsimile or other electronic transmission a written notice identifying such deficiency and setting forth the amount of such deficiency (a “Deficiency Notice”) by no later than 11:00 a.m. New York City time on the first Business Day preceding the date such principal and interest becomes due. In the event that there is such a deficiency and the Trustee delivers a Deficiency Notice, the Trustee shall furnish to the Insurer a completed Notice of Claim (as defined in clause (b) of this Section 2.14) in the amount of the Insurance Policy Claim Amount. Any amounts paid by the Insurer to the Trustee shall be deposited into the Distribution Account and shall be paid by the Trustee or the Paying Agent to Holders in respect of the applicable principal and/or interest payment in accordance with the Interest and Principal Payment Certification, in each case, on the later of (i) the related Interest Payment Date and (ii) the Business Day received. (b) Any notice delivered by the Trustee to the Insurer pursuant to Section 2.14(a) shall (i) be in the form attached as Exhibit A to the Insurance Policy, (ii) specify the Insurance Policy Claim Amount claimed under the Insurance Policy and (iii) constitute a “Notice” under the Insurance Policy (such notice, a “Notice of Claim”). In accordance with the provisions of the Insurance Policy, the Insurer is required to pay to the Trustee the Insurance Policy Claim Amount properly claimed thereunder on the applicable Insured Payment Date. Any payments made by the Insurer to the Trustee under the Insurance Policy shall be applied solely to the scheduled payment of the Securities in accordance with the Interest and Principal Payment Certification, and for no other purpose. (c) The Trustee shall (i) receive in trust for the benefit of each Holder any Insurance Policy Claim Amount from the Insurer and (ii) distribute the same in accordance with Section 2.14(a) above. Any and all Insurance Policy Claim Amounts disbursed by the Trustee from claims made under the Insurance Policy shall not be considered payment by the Company with respect to such Securities, and shall not discharge the obligations of the Company with respect thereto. The Insurer shall, to the extent it makes any payment with respect to the Securities, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Securities by or on behalf of the Insurer, the Insurer shall be entitled to all rights to the payment of interest or principal with respect to the Securities which are then due for payment to the extent of all payments made by the Insurer, and, so long as the Holders (other than the Company or any Affiliate and the Insurer) have received 100% of the principal amount of the Securities plus the Make-Whole Premium, if any, and accrued and unpaid interest, if any, and any other payment then due and owing under the Note Documents, the Insurer may exercise any option, vote, right, power or the like with respect to the Securities to the extent that it has made payment pursuant to the Insurance Policy. To evidence such subrogation, the Trustee shall note the Insurer’s rights as subrogee upon the register of Holders upon receipt from the Insurer of proof of payment by the Insurer. The foregoing subrogation shall in all cases be subject to the rights of the Holders to receive all Insured Amounts in respect of the Securities. (d) The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Distribution Account and distributed to the Holders with respect to the Insurance Policy and the allocation of such funds to payment of interest on and principal paid in respect of any Security. Upon the reasonable request of the Insurer, the Insurer or its authorized agents shall be permitted (i) to inspect the books and records of the Trustee as they may relate to the Securities, the Note Documents, or the transactions relating to the foregoing (including, without limitation, access to information reasonably required) and (ii) to discuss the affairs, finances and accounts of the Company with the independent accountants of the Company. (e) The Trustee shall be entitled to enforce on behalf of the Holders the obligations of the Insurer under the Insurance Policy.

Claims Under Insurance Policy. (a) If, by 11:00 a.m. New York City time on the second Business Day preceding any Interest Payment Date or at Maturity relating to the Securities, there are not sufficient funds in the Distribution Account to pay all principal and interest payable in cash by the Company on such Interest Payment Date as set forth in the Interest and Principal Payment Certification and the Trustee has not received a notice from the Company electing to pay PIK Interest pursuant to Section 2.11, the Trustee shall deliver to the Collateral Agent, the Insurer and the Holders by facsimile or other electronic transmission a written notice identifying such deficiency and setting forth the amount of such deficiency (a “Deficiency Notice”) by no later than 11:00 a.m. New York City time on the first Business Day preceding the date such principal and interest becomes due. In the event that there is such a deficiency and the Trustee delivers a Deficiency Notice, the Trustee shall furnish to the Insurer a completed Notice of Claim (as defined in clause (b) of this Section 2.142.13) in the amount of the Insurance Policy Claim Amount. Any amounts paid by the Insurer to the Trustee shall be deposited into the Distribution Account and shall be paid by the Trustee or the Paying Agent to Holders in respect of the applicable principal and/or interest payment in accordance with the Interest and Principal Payment Certification, in each case, on the later of (i) the related Interest Payment Date and (ii) the Business Day received. (b) Any notice delivered by the Trustee to the Insurer pursuant to Section 2.14(a) shall (i) be in the form attached as Exhibit A to the Insurance Policy, (ii) specify the Insurance Policy Claim Amount claimed under the Insurance Policy and (iii) constitute a “Notice” under the Insurance Policy (such notice, a “Notice of Claim”). In accordance with the provisions of the Insurance Policy, the Insurer is required to pay to the Trustee the Insurance Policy Claim Amount properly claimed thereunder on the applicable Insured Payment Date. Any payments made by the Insurer to the Trustee under the Insurance Policy shall be applied solely to the scheduled payment of the Securities in accordance with the Interest and Principal Payment Certification, and for no other purpose. (c) The Trustee shall (i) receive in trust for the benefit of each Holder any Insurance Policy Claim Amount from the Insurer and (ii) distribute the same in accordance with Section 2.14(a) above. Any and all Insurance Policy Claim Amounts disbursed by the Trustee from claims made under the Insurance Policy shall not be considered payment by the Company with respect to such Securities, and shall not discharge the obligations of the Company with respect thereto. The Insurer shall, to the extent it makes any payment with respect to the Securities, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Securities by or on behalf of the Insurer, the Insurer shall be entitled to all rights to the payment of interest or principal with respect to the Securities which are then due for payment to the extent of all payments made by the Insurer, and, so long as the Holders (other than the Company or without limiting any Affiliate and rights of the Insurer) have received 100% of the principal amount of the Securities plus the Make-Whole Premium, if any, and accrued and unpaid interest, if any, and any other payment then due and owing under the Note Documents, the Insurer may exercise any option, vote, right, power or the like with respect to the Securities to the extent that it has made payment pursuant to the Insurance Policy. To evidence such subrogation, the Trustee shall note the Insurer’s rights as subrogee upon the register of Holders upon receipt from the Insurer of proof of payment by the Insurer. The foregoing subrogation shall in all cases be subject to the rights of the Holders to receive all Insured Amounts in respect of the Securities. (d) The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Distribution Account and distributed to the Holders with respect to the Insurance Policy and the allocation of such funds to payment of interest on and principal paid in respect of any Security. Upon the reasonable request of the Insurer, the Insurer or its authorized agents shall be permitted (i) to inspect the books and records of the Trustee as they may relate to the Securities, the Note Documents, or the transactions relating to the foregoing (including, without limitation, access to information reasonably required) and (ii) to discuss the affairs, finances and accounts of the Company with the independent accountants of the Company. (e) The Trustee shall be entitled to enforce on behalf of the Holders the obligations of the Insurer under the Insurance Policy.

Claims Under Insurance Policy. (a) If, by 11:00 a.m. New York City time on the second Business Day preceding any Interest Payment Date or at Maturity relating to the Securities, there are not sufficient funds in the Distribution Account to pay all principal and interest payable in cash by the Company on such Interest Payment Date as set forth in the Interest and Principal Payment Certification and the Trustee has not received a notice from the Company electing to pay PIK Interest pursuant to Section 2.11, the Trustee shall deliver to the Collateral Agent, the Insurer and the Holders by facsimile or other electronic transmission a written notice identifying such deficiency and setting forth the amount of such deficiency (a “Deficiency Notice”) by no later than 11:00 a.m. New York City time on the first Business Day preceding the date such principal and interest becomes due. In the event that there is such a deficiency and the Trustee delivers a Deficiency Notice, the Trustee shall furnish to the Insurer a completed Notice of Claim (as defined in clause (b) of this Section 2.14) in the amount of the Insurance Policy Claim Amount. Any amounts paid by the Insurer to the Trustee shall be deposited into the Distribution Account and shall be paid by the Trustee or the Paying Agent to Holders in respect of the applicable principal and/or interest payment in accordance with the Interest and Principal Payment Certification, in each case, on the later of (i) the related Interest Payment Date and (ii) the Business Day received. (b) Any notice delivered by the Trustee to the Insurer pursuant to Section 2.14(a) shall (i) be in the form attached as Exhibit A to the Insurance Policy, (ii) specify the Insurance Policy Claim Amount claimed under the Insurance Policy and (iii) constitute a “Notice” under the Insurance Policy (such notice, a “Notice of Claim”). In accordance with the provisions of the Insurance Policy, the Insurer is required to pay to the Trustee the Insurance Policy Claim Amount properly claimed thereunder on the applicable Insured Payment Date. Any payments made by the Insurer to the Trustee under the Insurance Policy shall be applied solely to the scheduled payment of the Securities in accordance with the Interest and Principal Payment Certification, and for no other purpose. (c) The Trustee shall (i) receive in trust for the benefit of each Holder any Insurance Policy Claim Amount from the Insurer and (ii) distribute the same in accordance with Section 2.14(a) above. Any and all Insurance Policy Claim Amounts disbursed by the Trustee from claims made under the Insurance Policy shall not be considered payment by the Company with respect to such Securities, and shall not discharge the obligations of the Company with respect thereto. The Insurer shall, to the extent it makes any payment with respect to the Securities, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Securities by or on behalf of the Insurer, the Insurer shall be entitled to all rights to the payment of interest or principal with respect to the Securities which are then due for payment to the extent of all payments made by the Insurer, and, so long as the Holders (other than the Company or without limiting any Affiliate and rights of the Insurer) have received 100% of the principal amount of the Securities plus the Make-Whole Premium, if any, and accrued and unpaid interest, if any, and any other payment then due and owing under the Note Documents, the Insurer may exercise any option, vote, right, power or the like with respect to the Securities to the extent that it has made payment pursuant to the Insurance Policy. To evidence such subrogation, the Trustee shall note the Insurer’s rights as subrogee upon the register of Holders upon receipt from the Insurer of proof of payment by the Insurer. The foregoing subrogation shall in all cases be subject to the rights of the Holders to receive all Insured Amounts in respect of the Securities. (d) The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Distribution Account and distributed to the Holders with respect to the Insurance Policy and the allocation of such funds to payment of interest on and principal paid in respect of any Security. Upon the reasonable request of the Insurer, the Insurer or its authorized agents shall be permitted (i) to inspect the books and records of the Trustee as they may relate to the Securities, the Note Documents, or the transactions relating to the foregoing (including, without limitation, access to information reasonably required) and (ii) to discuss the affairs, finances and accounts of the Company with the independent accountants of the Company. (e) The Trustee shall be entitled to enforce on behalf of the Holders the obligations of the Insurer under the Insurance Policy.