Common use of Contract of Insurance Holder Clause in Contracts

Contract of Insurance Holder. (a) 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 (i) upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA 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 Contract of Insurance and (ii) the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Contract of Insurance Holder to perform the duties which render it legally unable to act or to delegate those duties to another Person or if the circumstances giving rise to such illegality cannot be waived or delegated. 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 Indenture Trustee and the Securities Insurer. Upon receiving such notice of resignation, the Contract of Insurance shall be transferred to a 92 97 qualified successor with the consent of the Securities Insurer 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. Notwithstanding the foregoing, the Contract of Insurance Holder may resign, with the prior written consent of the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing), which may be withheld in its sole and absolute discretion, upon transfer of the FHA insurance and related reserves with respect to the FHA Loans and any Related Series Loans to a contract of insurance held by a successor Contract of Insurance Holder provided, however, that any Contract of Insurance held by such successor Contract of Insurance Holder shall satisfy the criteria set forth in Section 7.01(b), and, at the time of succession, shall have an FHA insurance coverage reserve account balance not less than that of the FHA Insurance Coverage Reserve Account at the time of succession. (b) If at any time (i) the Contract of Insurance shall be revoked, suspended or otherwise terminated, or (ii) the Contract of Insurance Holder shall become incapable of acting, 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, then, in any such case the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) may remove the Contract of Insurance Holder and appoint a successor contract of insurance holder 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 any action required to transfer the benefits of the FHA Insurance Coverage Reserve Account to the successor contract of insurance holder. (c) 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 7.02 shall become effective upon acceptance of appointment by the successor contract of insurance holder. (d) On or prior to the Closing Date, the Contract of Insurance Holder shall have instructed FHA to forward all payments in respect of claims under the Contract of Insurance made to the Contract of Insurance Holder to First Trust of New York, National Association, as Indenture Trustee and Co-Owner Trustee. The Contact of Insurance Holder shall provide no further notification with respect to which such payments shall be directed unless directed by First Trust of New York, National Association, as Indenture Trustee. 93 98 ARTICLE VIII. [Reserved]

Contract of Insurance Holder. (a) 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 (i) upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA 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 Contract of Insurance and (ii) the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Contract of Insurance Holder to perform the duties which render it legally unable to act or to delegate those duties to another Person or if the circumstances giving rise to such illegality cannot be waived or delegated. 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 Indenture Trustee and the Securities Insurer. Upon receiving such notice of resignation, the Contract of Insurance shall be transferred to a 92 97 qualified successor with the consent of the Securities Insurer 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. Notwithstanding the foregoing, the Contract of Insurance Holder may resign, with the prior written consent of the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing), which may be withheld in its sole and absolute discretion, upon transfer of the FHA insurance and related reserves with respect to the FHA Loans and any Related Series Loans to a contract of insurance held by a successor Contract of Insurance Holder provided, however, that any Contract of Insurance held by such successor Contract of Insurance Holder shall satisfy the criteria set forth in Section 7.01(b), and, at the time of succession, shall have an FHA insurance coverage reserve account balance not less than that of the FHA Insurance Coverage Reserve Account at the time of succession.may (b) If at any time (i) the Contract of Insurance shall be revoked, suspended or otherwise terminated, or (ii) the Contract of Insurance Holder shall become incapable of acting, 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, then, in any such case the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) may remove the Contract of Insurance Holder and appoint a successor contract of insurance holder 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 any action required to transfer the benefits of the FHA Insurance Coverage Reserve Account to the successor contract of insurance holder. (c) 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 7.02 shall become effective upon acceptance of appointment by the successor contract of insurance holder. (d) On or prior to the Closing Date, the Contract of Insurance Holder shall have instructed FHA to forward all payments in respect of claims under the Contract of Insurance made to the Contract of Insurance Holder to First Trust of New York, National Association, as Indenture Trustee and Co-Owner Trustee. The Contact of Insurance Holder shall provide no further notification with respect to which such payments shall be directed unless directed by First Trust of New York, National Association, as Indenture Trustee. 93 98 90 95 ARTICLE VIII. [Reserved]] 91 96 ARTICLE IX.

Contract of Insurance Holder. (a) 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 (i) upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA 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 Contract of Insurance and (ii) the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) does do not elect to waive the obligations of the Contract of Insurance Holder to perform the duties which render it legally unable to act or to delegate those duties to another Person or if the circumstances giving rise to such illegality cannot be waived or delegated. 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 Indenture Trustee and the Securities InsurerTrustee. Upon receiving such notice of resignation, the Contract of Insurance shall be transferred to a 92 97 qualified successor with the consent of the Securities Insurer 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. Notwithstanding the foregoing, the Contract of Insurance Holder may resign, with the prior written consent of the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing)Securityholders, which may be withheld in its their sole and absolute discretion, upon transfer of the FHA insurance and related reserves with respect to the FHA Loans and any Related Series Loans to a contract of insurance held by a successor Contract of Insurance Holder provided, however, that any Contract of Insurance held by such successor Contract of Insurance Holder shall satisfy the criteria set forth in Section 7.01(b------- 8.01(b), and, at the time of succession, shall have an FHA insurance coverage ------- reserve account balance not less than that of the FHA Insurance Coverage Reserve Account at the time of succession. (b) If at any time (i) the Contract of Insurance shall be revoked, suspended or otherwise terminated, or (ii) the Contract of Insurance Holder shall become incapable of acting, 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, then, in any such case the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) may remove the Contract of Insurance Holder and appoint a successor contract of insurance holder 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 any action required to transfer the benefits of the FHA Insurance Coverage Reserve Account to the successor contract of insurance holder. (c) 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 7.02 8.02 shall become effective upon acceptance ------------ of appointment by the successor contract of insurance holder. (d) On or prior to the Closing Date, the Contract of Insurance Holder shall have instructed FHA to forward all payments in respect of claims under the Contract of Insurance made to the Contract of Insurance Holder to First Trust of New York, National Association, as Indenture Trustee and Co-Owner Trustee. The Contact of Insurance Holder shall provide no further notification with respect to which such payments shall be directed unless directed by First Trust of New York, National Association, as Indenture Trustee. 93 98 ARTICLE VIII. [Reserved]

Contract of Insurance Holder. (a) 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 (i) upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA 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 Contract of Insurance and (ii) the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) does Certificateholders do not elect to waive the obligations of the Contract of Insurance Holder to perform the duties which render it legally unable to act or to delegate those duties to another Person or if the circumstances giving rise to such illegality cannot be waived or delegated. 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 Indenture Trustee and the Securities InsurerTrustee. Upon receiving such notice of resignation, the Contract of Insurance shall be transferred to a 92 97 qualified successor with the consent of the Securities Insurer 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. Notwithstanding the foregoing, the Contract of Insurance Holder may resign, with the prior written consent of the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing)Certificateholders, which may be withheld in its their sole and absolute discretion, upon transfer of the FHA insurance and related reserves with respect to the FHA Loans and any Related Series Loans to a contract of insurance held by a successor Contract of Insurance Holder provided, however, that any Contract of Insurance held by such successor Contract of Insurance Holder shall satisfy the criteria set forth in Section 7.01(b8.01(b), and, at the --------------- time of succession, shall have an FHA insurance coverage reserve account balance not less than that of the FHA Insurance Coverage Reserve Account at the time of succession. (b) If at any time (i) the Contract of Insurance shall be revoked, suspended or otherwise terminated, or (ii) the Contract of Insurance Holder shall become incapable of acting, 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, then, in any such case the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) Certificateholders may remove the Contract of Insurance Holder and appoint a successor contract of insurance holder 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 any action required to transfer the benefits of the FHA Insurance Coverage Reserve Account to the successor contract of insurance holder. (c) 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 7.02 8.02 shall become effective upon acceptance ------------ of appointment by the successor contract of insurance holder. (d) On or prior to the Closing Date, the Contract of Insurance Holder shall have instructed FHA to forward all payments in respect of claims under the Contract of Insurance made to the Contract of Insurance Holder to First Trust of New York, National Association, as Indenture Trustee and Co-Owner Trustee. The Contact of Insurance Holder shall provide no further notification with respect to which such payments shall be directed unless directed by First Trust of New York, National Association, as Indenture Trustee. 93 98 ARTICLE VIII. [Reserved]

Contract of Insurance Holder. (a) 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 (i) upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA 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 Contract of Insurance and (ii) the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) does Noteholders do not elect to waive the obligations of the Contract of Insurance Holder to perform the duties which render it legally unable to act or to delegate those duties to another Person or if the circumstances giving rise to such illegality cannot be waived or delegated. 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 Indenture Trustee and the Securities InsurerGrantor Trustee. Upon receiving such notice of resignation, the Contract of Insurance shall be transferred to a 92 97 qualified successor with the consent of the Securities Insurer 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. Notwithstanding the foregoing, the Contract of Insurance Holder may resign, with the prior written consent of the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing)Securityholders, which may be withheld in its their sole and absolute discretion, upon transfer of the FHA insurance and related reserves with respect to the FHA Loans and any Related Series Loans to a contract of insurance held by a successor Contract of Insurance Holder provided, however, that any Contract of Insurance held by such successor Contract of Insurance Holder shall satisfy the criteria set forth in Section 7.01(b8.01(b), and, at the time of succession, shall have an FHA insurance coverage reserve account balance not less than that of the FHA Insurance Coverage Reserve Account at the time of succession. (b) If at any time (i) the Contract of Insurance shall be revoked, suspended or otherwise terminated, or (ii) the Contract of Insurance Holder shall become incapable of acting, 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, then, in any such case the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) or the Majority Securityholders (if a Securities Insurer Default shall have occurred and be continuing) Noteholders may remove the Contract of Insurance Holder and appoint a successor contract of insurance holder 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 any action required to transfer the benefits of the FHA Insurance Coverage Reserve Account to the successor contract of insurance holder. (c) 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 7.02 8.02 shall become effective upon acceptance of appointment by the successor contract of insurance holder. (d) On or prior to the Closing Date, the Contract of Insurance Holder shall have instructed FHA to forward all payments in respect of claims under the Contract of Insurance made to the Contract of Insurance Holder to First Trust of New York, National Association, as Indenture Trustee and Co-Owner Trustee. The Contact of Insurance Holder shall provide no further notification with respect to which such payments shall be directed unless directed by First Trust of New York, National Association, as Indenture Trustee. 93 98 ARTICLE VIII. [Reserved]