Common use of Concerning the Contract of Insurance Holder Clause in Contracts

Concerning the Contract of Insurance Holder. (a) Compliance with FHA Regulations and Filing of FHA Claims. (i) The Contract of Insurance Holder shall at all times be reflected as the lender of record solely for FHA regulatory purposes with respect to each FHA Asset and shall maintain its status as a HUD approved lender. To the extent applicable to the duties of the Contract of Insurance Holder hereunder, the Contract of Insurance Holder shall take or refrain from taking such actions as directed by the Claims Administrator, as necessary or appropriate to maintain FHA Insurance for the FHA Assets. (ii) As of the Closing Date and at all times thereafter, FHA Insurance will cover the FHA Assets. The Servicer and Claims Administrator, in each such capacity, covenants and agrees that it shall not take any action that would reduce or otherwise diminish the protection of the FHA Insurance. On or before March 1 of each year after the date of this Agreement, the Servicer shall submit to the Trustee a certification letter substantially in the form attached hereto as Exhibit SC. (iii) The Trustee hereby appoints the Claims Administrator to facilitate the servicing of FHA Assets. The Claim Administrator shall perform on behalf of the Contract of Insurance Holder the duties associated with the submission of FHA claims in connection with the FHA Insurance, except to the extent that certain documents must be signed by the Contract of Insurance Holder (in which case the Contract of Insurance Holder may appoint an attorney-in-fact to sign on its behalf) and shall not, in its capacity as Claims Administrator or as Servicer, take any action or omit to take any action that would cause the Contract of Insurance Holder to violate this Section 17 or otherwise fail to maintain valid FHA Insurance or cause any denial by FHA of an insurance claim. (iv) The Contract of Insurance Holder shall not be deemed to have violated this Section 17 and shall otherwise incur no liability hereunder if any failure to maintain valid FHA Insurance or to comply with FHA regulations requirements or any denial by FHA of an insurance claim shall have been caused by any act or omission of the Servicer or Claims Administrator in the performance of its duties hereunder. (v) No Certificateholder, by virtue of holding a Certificate that evidences a beneficial interest in any FHA Asset, shall have any right against FHA or HUD with respect to the FHA Insurance applicable to any FHA Asset, and each Certificateholder, by its acceptance of such Certificate, or any interest therein, shall be deemed to have agreed to the foregoing. (b) Regarding the Contract of Insurance Holder, the Servicer and the Trustee. (i) The Contract of Insurance Holder, the Servicer and the Trustee (including any successor Trustee) shall at all times be approved by HUD as Title I lender. The Contract of Insurance Holder shall not resign from the obligations and duties imposed on it by this Agreement as Contract of Insurance Holder except upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA (including, without limitation, loss of its status as a HUD approved lender) the performance of its duties under this Agreement would cause it to be in violation of such legal requirements or FHA imposed requirements in a manner which would result in a material adverse effect on the Contract of Insurance Holder or cause it to become ineligible to hold the FHA Insurance. Any such determination permitting the resignation of the Contract of Insurance Holder shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trustee. Upon receiving such notice of resignation, the FHA Insurance shall be transferred to a qualified successor appointed by the Servicer (which qualified successor must be a HUD approved Title I lender) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Contract of Insurance Holder and one copy to the successor contract of insurance holder. (ii) If at any time the Contract of Insurance Holder shall become incapable of acting, or shall fail to perform its obligations hereunder or shall be adjudged as bankrupt or insolvent, or a receiver of the Contract of Insurance Holder or of its property shall be appointed, or any public officer shall take charge or control of the Contract of Insurance Holder or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Contract of Insurance Holder shall fail to be "well capitalized" within the meaning of the Federal Deposit Insurance Act and the regulations thereunder, then, in any such case the Servicer shall remove the Contract of Insurance Holder and appoint a successor contract of insurance holder (which successor must be a HUD approved lender) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Contract of Insurance Holder so removed and one copy to the successor contract of insurance holder. Upon removal of the Contract of Insurance Holder, the outgoing Contract of Insurance Holder shall take all action required to maintain the benefits of the FHA Insurance; provided that, if the Contract of Insurance Holder is removed because it has failed to be "well capitalized" as provided in the preceding sentence, the Depositor and Servicer each shall bear the expenses incurred in connection with such transfer. (iii) Any resignation or removal of the Contract of Insurance Holder and appointment of a successor contract of insurance holder pursuant to any of the provisions of this Section 17 shall become effective upon acceptance of appointment by the successor contract of insurance holder. (iv) The Servicer shall be liable for and shall indemnify, defend and hold harmless the Trustee and the Contract of Insurance Holder and its officers, directors, employees, representatives and agents, from and against and reimburse the Trustee and the Contract of Insurance Holder for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Trustee and the Contract of Insurance Holder directly or indirectly relating to, or arising from, claims against the Trustee and the Contract of Insurance Holder by reason of its participation in the transactions contemplated under this Section 17 and in connection with the FHA Asset, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs, except to the extent caused by the Trustee's or the Contract of Insurance Holder's gross negligence or willful misconduct. The provisions of this Section 17(b)(4) shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee or the Contract of Insurance Holder.

Concerning the Contract of Insurance Holder. (a) Compliance with FHA Regulations and Filing of FHA Claims. (i) The Contract of Insurance Holder shall at all times be reflected as the lender of record solely for FHA regulatory purposes with respect to each FHA Asset and shall maintain its status as a HUD approved lender. To the extent applicable to the duties of the Contract of Insurance Holder hereunder, the Contract of Insurance Holder shall take or refrain from taking such actions as directed by the Claims Administrator, as necessary or appropriate to maintain FHA Insurance for the FHA Assets. (ii) As of the Closing Date and at all times thereafter, FHA Insurance will cover the FHA Assets. The Servicer and Claims Administrator, in each such capacity, covenants and agrees that it shall not take any action that would reduce or otherwise diminish the protection of the FHA Insurance. On or before March 1 of each year after the date of this Agreement, the Servicer shall submit to the Trustee a certification letter substantially in the form attached hereto as Exhibit SC.. ---------- (iii) The Trustee hereby appoints the Claims Administrator to facilitate the servicing of FHA Assets. The Claim Administrator shall perform on behalf of the Contract of Insurance Holder the duties associated with the submission of FHA claims in connection with the FHA Insurance, except to the extent that certain documents must be signed by the Contract of Insurance Holder (in which case the Contract of Insurance Holder may appoint an attorney-in-fact to sign on its behalf) and shall not, in its capacity as Claims Administrator or as Servicer, take any action or omit to take any action that would cause the Contract of Insurance Holder to violate this Section 17 or otherwise fail to maintain valid FHA Insurance or cause any denial by FHA of an insurance claim. (iv) The Contract of Insurance Holder shall not be deemed to have violated this Section 17 and shall otherwise incur no liability hereunder if any failure to maintain valid FHA Insurance or to comply with FHA regulations requirements or any denial by FHA of an insurance claim shall have been caused by any act or omission of the Servicer or Claims Administrator in the performance of its duties hereunder. (v) No Certificateholder, by virtue of holding a Certificate that evidences a beneficial interest in any FHA Asset, shall have any right against FHA or HUD with respect to the FHA Insurance applicable to any FHA Asset, and each Certificateholder, by its acceptance of such Certificate, or any interest therein, shall be deemed to have agreed to the foregoing. (b) Regarding the Contract of Insurance Holder, the Servicer and the Trustee. (i) The Contract of Insurance Holder, the Servicer and the Trustee (including any successor Trustee) shall at all times be approved by HUD as Title I lender. The Contract of Insurance Holder shall not resign from the obligations and duties imposed on it by this Agreement as Contract of Insurance Holder except upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA (including, without limitation, loss of its status as a HUD approved lender) the performance of its duties under this Agreement would cause it to be in violation of such legal requirements or FHA imposed requirements in a manner which would result in a material adverse effect on the Contract of Insurance Holder or cause it to become ineligible to hold the FHA Insurance. Any such determination permitting the resignation of the Contract of Insurance Holder shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trustee. Upon receiving such notice of resignation, the FHA Insurance shall be transferred to a qualified successor appointed by the Servicer (which qualified successor must be a HUD approved Title I lender) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Contract of Insurance Holder and one copy to the successor contract of insurance holder. (ii) If at any time the Contract of Insurance Holder shall become incapable of acting, or shall fail to perform its obligations hereunder or shall be adjudged as bankrupt or insolvent, or a receiver of the Contract of Insurance Holder or of its property shall be appointed, or any public officer shall take charge or control of the Contract of Insurance Holder or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Contract of Insurance Holder shall fail to be "well capitalized" within the meaning of the Federal Deposit Insurance Act and the regulations thereunder, then, in any such case the Servicer shall remove the Contract of Insurance Holder and appoint a successor contract of insurance holder (which successor must be a HUD approved lender) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Contract of Insurance Holder so removed and one copy to the successor contract of insurance holder. Upon removal of the Contract of Insurance Holder, the outgoing Contract of Insurance Holder shall take all action required to maintain the benefits of the FHA Insurance; provided that, if the Contract of Insurance Holder is removed because it has failed to be "well capitalized" as provided in the preceding sentence, the Depositor and Servicer each shall bear the expenses incurred in connection with such transfer. (iii) Any resignation or removal of the Contract of Insurance Holder and appointment of a successor contract of insurance holder pursuant to any of the provisions of this Section 17 shall become effective upon acceptance of appointment by the successor contract of insurance holder. (iv) The Servicer shall be liable for and shall indemnify, defend and hold harmless the Trustee and the Contract of Insurance Holder and its officers, directors, employees, representatives and agents, from and against and reimburse the Trustee and the Contract of Insurance Holder for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Trustee and the Contract of Insurance Holder directly or indirectly relating to, or arising from, claims against the Trustee and the Contract of Insurance Holder by reason of its participation in the transactions contemplated under this Section 17 and in connection with the FHA Asset, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs, except to the extent caused by the Trustee's or the Contract of Insurance Holder's gross negligence or willful misconduct. The provisions of this Section 17(b)(4) shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee or the Contract of Insurance Holder.