Common use of Claims upon the Policy Clause in Contracts

Claims upon the Policy. (a) As soon as possible, and in no event later than 12:00 noon New York City time on the second Business Day immediately preceding the Payment Date, the Indenture Trustee shall furnish the Insurer and the Servicer with a completed notice in the form set forth as Exhibit A to the Policy (the “Notice”) in the event that the Insured Amount for such Payment Date is an amount greater than zero. The Notice shall specify the amount of the Insured Amount and shall constitute a claim for an Insured Amount pursuant to the Policy. Upon receipt of an Insured Amount on behalf of the Holders of the Class A Notes under the Policy, the Indenture Trustee shall deposit such Insured Amount in the Payment Account and shall distribute such Insured Amount on the Payment Date, to the Class A Noteholders as a payment of interest or principal, as the case may be (provided that any amount paid under clause (2) of the definition of “Deficiency Amount” in the Policy shall be paid to the Class A Noteholders as a payment of principal). (b) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid from moneys received under the Policy. The Insurer shall have the right to inspect such records at reasonable times during normal business hours of the Indenture Trustee upon four Business Days’ prior written notice to the Indenture Trustee. (c) If a payment of principal or interest previously paid to a Class A Noteholder which would have been covered under the Policy as an Insured Amount is voided under any applicable bankruptcy, insolvency, receivership or similar law in an insolvency proceeding (as such term is used in the Policy), and as a result, the Indenture Trustee is required to return such voided payment, or any portion of such voided payment, made in respect of the Class A Notes (a “Preference Amount”), the Indenture Trustee or any Holder shall furnish to the Insurer (i) a certified copy of a final non-appealable order of a court or other body exercising jurisdiction in an insolvency proceeding to the effect that the Indenture Trustee, or Holder, as applicable, is required to return such Preference Amount paid during the term of the Policy because such payments were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee and/or Holder, as applicable (the “Order”), (ii) an Opinion of Counsel satisfactory to the Insurer stating that such order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance reasonably satisfactory to the Insurer, duly executed and delivered by the Indenture Trustee or Holder, irrevocably assigning to the Insurer all rights and claims of the Indenture Trustee and/or such Holder relating to or arising under the Policy or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for the Indenture Trustee and such Holder in any legal proceeding relating to such Preference Amount and (v) a Notice appropriately completed and executed by the Indenture Trustee; provided, that if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received on the following Business Day; provided, further, that the Insurer shall not be obligated to make any payment in respect of any Preference Amount representing a payment of principal on the Class A Notes prior to the time the Insurer would have been required to make a payment in respect of such principal pursuant to the Policy; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding Principal Balance of the Class A Notes (calculated at the related Note Rate) accrued as of the last day of the applicable Interest Accrual Period and will not, in any event, include any interest on the Class A Notes accrued after such date or any interest on such interest amount. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, and not to the Indenture Trustee or the Holder directly, unless the Indenture Trustee or the Holder has made a payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case the Insurer will pay the Indenture Trustee or the Holder, subject to the delivery of (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order). The Indenture Trustee is not permitted to make a claim on the Trust or on any Class A Noteholder for payments made to any Class A Noteholder which are characterized as preference payments by any bankruptcy court having jurisdiction over any bankrupt Mortgagor unless ordered to do so by such bankruptcy court. (d) Any amounts received by the Indenture Trustee pursuant to the Policy in respect of the Class A Notes shall be deposited to the Payment Account and be used solely to make a payment to the Class A Noteholders.

Claims upon the Policy. (a) As soon as possibleIf, and in no event later than 12:00 noon New York City time on the second Business Day immediately preceding before any Payment Date, the Indenture Trustee determines that the funds that will be available for such Payment Date distributable to the Holders of the Notes pursuant to Section 5.01 will be insufficient to pay the Scheduled Payments on such Payment Date, the Indenture Trustee shall furnish determine the amount of any such deficiency and shall give notice to the Note Insurer and the Servicer with a completed Fiscal Agent, if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form set forth as of Exhibit A to the Policy (by 12:00 noon, New York City time on such second Business Day. The Indenture Trustee shall establish the “Notice”) Policy Payments Account. The Indenture Trustee shall deposit any amount paid under the Policy in the event that the Insured Amount for such Payment Date is an amount greater than zero. The Notice shall specify Policy Payments Account and distribute the amount of the Insured Amount and shall constitute a claim for an Insured Amount pursuant only to the Policy. Upon receipt of an Insured Amount on behalf of the pay Holders of the Class A Notes the amount for which a claim was made. No payments under the Policy may be used to pay any costs, expenses, or liabilities of the Servicer, the Indenture Trustee, or the Trust (other than payments of principal and interest on the Notes). Amounts paid under the Policy shall be transferred to the Payment Account in accordance with the next paragraph and disbursed by the Indenture Trustee to Holders of the Notes in accordance with Section 5.01. Payments from draws on the Policy need not be made by checks or wire transfers separate from the checks or wire transfers used to pay other funds paid to Noteholders on the Payment Date. The portion of any payment of principal of or interest on the Notes paid from funds transferred from the Policy Payments Account, however, shall be noted in the statement to be furnished to Holders of the Notes pursuant to Section 5.03. Funds held in the Policy Payments Account shall not be invested. On any Payment Date (or the day on which a payment on the Policy is received, if later) for which a claim has been made under the Policy, the amount of any funds received by the Indenture Trustee as a result of any claim under the Policy, to the extent required to make the payment of the amount due to the Holders of the Notes on the Payment Date, shall deposit such Insured Amount be withdrawn from the Policy Payments Account and deposited in the Payment Account and shall distribute such Insured Amount applied by the Indenture Trustee, together with the other funds to be paid from the Payment Account pursuant to Section 5.01, directly to the payment in full of the amount due on the Payment Date, to the Class A Noteholders as a payment of interest or principal, as the case may be (provided that any amount paid under clause (2) of the definition of “Deficiency Amount” Notes. Any funds remaining in the Policy shall be Payments Account on the first Business Day following the later of the Payment Date and the Business Day after the day on which a payment on the Policy has been paid to the Class A Noteholders as a payment Holders of principal)the Notes shall be remitted to the Insurer, pursuant to the instructions of the Insurer, by the end of the Business Day. (b) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid from moneys received under the Policy. The Insurer shall have the right to inspect such records at reasonable times during normal business hours of the Indenture Trustee upon four Business Days’ prior written notice to the Indenture Trustee. (c) If a payment Subject to the terms of principal or interest previously paid to a Class A Noteholder which would have been covered under the Policy as an Insured Amount Policy, if any Scheduled Payment is voided as a preference under any applicable bankruptcy, insolvency, receivership or similar law in an insolvency proceeding is required to be made under the Policy, the Insurer shall cause such payment to be made on the later of (a) the date when due to be paid pursuant to the Order referred to below or (b) the first to occur of (i) the fourth Business Day following Receipt (as such term is used defined in the Policy), and as a result, ) by the Insurer from the Indenture Trustee is required to return such voided payment, or any portion of such voided payment, made in respect of the Class A Notes (a “Preference Amount”), the Indenture Trustee or any Holder shall furnish to the Insurer (iA) a certified copy of a final non-appealable the order (the “Order”) of a the court or other governmental body exercising which exercised jurisdiction in an insolvency proceeding to the effect that the Indenture Trustee, or Holder, as applicable, Noteholder is required to return such Preference Amount principal or interest paid on the Notes during the term of the Policy because such payments were avoided voidable as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee and/or Holder, as preference payments under applicable (the “Order”)bankruptcy law, (iiB) an Opinion a certificate of Counsel satisfactory to the Insurer stating Noteholder that such order the Order has been entered and is final and not subject to any stay, and (iiiC) an assignment, in form and substance reasonably satisfactory to the Insurer, assignment duly executed and delivered by the Indenture Trustee or HolderNoteholder, in such form as is reasonably required by the Insurer and provided to the Noteholder by the Insurer, irrevocably assigning to the Insurer all rights and claims of the Indenture Trustee and/or such Holder Noteholder relating to or arising under the Policy Notes against the Trust or otherwise with respect to such Preference Amountpreference payment, or (ivii) appropriate instruments in form satisfactory to the date of Receipt by the Insurer to effect the appointment of the Insurer as agent for from the Indenture Trustee of the items referred to in clauses (A), (B) and such Holder in any legal proceeding relating (C) above if, at least four Business Days prior to such Preference Amount and (v) a Notice appropriately completed and executed by the Indenture Trustee; provideddate of Receipt, that if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received on the following Business Day; provided, further, that the Insurer shall not have Received written notice from the Indenture Trustee that such items were to be obligated to make any payment in respect of any Preference Amount representing a payment of principal delivered on the Class A Notes prior to the time the Insurer would have been required to make a payment in respect of such principal pursuant to the Policy; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding Principal Balance of the Class A Notes (calculated at the related Note Rate) accrued as of the last day of the applicable Interest Accrual Period and will not, in any event, include any interest on the Class A Notes accrued after such date or any interest on and such interest amountdate was specified in such notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, Order and not to the Indenture Trustee or the Holder directly, any Noteholder directly (unless the Indenture Trustee or the Holder a Noteholder has made a payment of the Preference Amount previously paid such amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case the Insurer will pay such payment shall be disbursed to the Indenture Trustee or the Holder, subject for distribution to the delivery such Noteholder upon proof of (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence such payment reasonably satisfactory to the Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the OrderInsurer). The Indenture Trustee is not permitted In connection with the foregoing, the Insurer shall have the rights provided pursuant to make a claim on Section 5.07 of the Trust or on any Class A Noteholder for payments made Indenture, including, without limitation, the right to direct all matters relating to any Class A Noteholder which are characterized as preference payments by any bankruptcy court having jurisdiction over any bankrupt Mortgagor unless ordered claim and subrogation to do so by such bankruptcy court. (d) Any amounts received by the rights of the Indenture Trustee pursuant and each Noteholder in the conduct of any proceeding with respect to the Policy in respect of the Class A Notes shall be deposited to the Payment Account and be used solely to make a payment to the Class A Noteholderspreference claim.

Claims upon the Policy. (a) As soon as possible, and in no event later than 12:00 noon 10:00 a.m. New York City time on the second Business Day immediately preceding the Payment Date, the Indenture Trustee shall furnish the Insurer and the Servicer with a completed notice in the form set forth as Exhibit A to the Policy (the “"Notice”") in the event that the Insured Amount for such Payment Date is an amount greater than zero. The Notice shall specify the amount of the Insured Amount and shall constitute a claim for an Insured Amount pursuant to the Policy. Upon receipt of an Insured Amount on behalf of the Holders of the Class A Notes under the Policy, the Indenture Trustee shall deposit such Insured Amount in the Payment Account and shall distribute such Insured Amount on the Payment Date or on the date of receipt by the Indenture Trustee, if received after the Payment Date, to the Class A Noteholders as a payment of interest or principal, as the case may be (provided that any amount paid under clause (2) of the definition of “"Deficiency Amount” " in the Policy shall be paid to the Class A Noteholders as a payment of principal). (b) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid from moneys received under the Policy. The Insurer shall have the right to inspect such records at reasonable times during normal business hours of the Indenture Trustee upon four Business Days’ ' prior written notice to the Indenture Trustee. (c) If a payment of principal or interest previously paid to a Class A Noteholder which would have been covered under the Policy as an Insured Amount is voided under any applicable bankruptcy, insolvency, receivership or similar law in an insolvency proceeding (as such term is used in the Policy), and as a result, the Indenture Trustee is required to return such voided payment, or any portion of such voided payment, made in respect of the Class A Notes (a “Preference Amount”"Avoided Payment"), the Indenture Trustee or any Holder shall furnish to the Insurer (i) a certified copy of a final non-appealable order of a court or other body exercising jurisdiction in an insolvency proceeding to the effect that the Indenture Trustee, or Holder, as applicable, is required to return such Preference Amount Avoided Payment paid during the term of the Policy because such payments were avoided as a preferential transfer or otherwise rescinded or required under applicable law with respect to be restored by which order the Indenture Trustee and/or Holder, as applicable appeal period has expired without an appeal being filed (the “"Final Order”"), (ii) an Opinion of Counsel satisfactory assignment, substantially in the form attached to the Insurer stating that such order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance reasonably satisfactory to the InsurerPolicy, duly executed and delivered by the Indenture Trustee or Holder, irrevocably assigning to the Insurer all rights and claims of the Indenture Trustee and/or such Holder relating to or arising under the Policy or otherwise with respect to such Preference AmountAvoided Payment, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for the Indenture Trustee and such Holder in any legal proceeding relating to such Preference Amount and (viii) a Notice appropriately completed and executed by the Indenture Trustee; provided, that if such documents are received by the Insurer after 12:00 noon10:00 a.m., New York City time, on such Business Day, they will be deemed to be received on the following Business Day; provided, further, that the Insurer shall not be obligated to make any payment in respect of any Preference Amount Avoided Payment representing a payment of principal on the Class A Notes prior to the time the Insurer would have been required to make a payment in respect of such principal pursuant to the Policy; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding Principal Balance of the Class A Notes (calculated at the related Note Rate) accrued as of the last day of the applicable Interest Accrual Period and will not, in any event, include any interest on the Class A Notes accrued after such date or any interest on such interest amount. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order, and not to the Indenture Trustee or the Holder directly, unless the Indenture Trustee or the Holder has made a payment of the Preference Amount Avoided Payment to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order, in which case the Insurer will pay the Indenture Trustee or the on behalf of such Holder, subject to the delivery of (a) the items referred to in clauses (i), (ii), (iii), (iv) and (viii) above to the Insurer and (b) evidence satisfactory to the Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order). The Indenture Trustee is not permitted to make a claim on the Trust or on any Class A Noteholder for payments made to any Class A Noteholder which are characterized as preference payments by any bankruptcy court having jurisdiction over any bankrupt Mortgagor unless ordered to do so by such bankruptcy court. (d) Any amounts received by the Indenture Trustee pursuant to the Policy in respect of the Class A Notes shall be deposited to the Payment Account and be used solely to make a payment to the Class A Noteholders.