Common use of Financial Guaranty Insurance Policy Clause in Contracts

Financial Guaranty Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Financial Guaranty Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 12:00 noon New York time on the second Business Day immediately preceding any Distribution Date, the Trustee shall furnish the Certificate Insurer and the Servicer with a completed Notice in the form set forth as Exhibit A to the Endorsement to the Financial Guaranty Insurance Policy in the event that there is a Deficiency Amount with respect to the Holders of the Insured Certificates, on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balances of the Insured Certificates, after giving effect to all payments of principal on each Class of Insured Certificates on such Final Distribution Date, other than pursuant to the Financial Guaranty Insurance Policy. The Notice shall specify the amount of Insured Amounts for the each Class of Insured Certificate and shall constitute a claim for an Insured Amount pursuant to the Financial Guaranty Insurance Policy. (c) Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Holders of the Insured Certificates, the Trustee shall deposit such Insured Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. The Trustee shall include on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B and Class 2-A1C regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Financial Guaranty Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of the Holders of the Insured Certificates any Insured Amount delivered to it by the Certificate Insurer for payment to such Holders and (ii) distribute such Insured Amount to such Holders as set forth in Section 5.01. Insured Amounts disbursed by the Trustee from proceeds of the Financial Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such disbursement of Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each such Holder, by its acceptance of its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that, to the extent the Certificate Insurer pays any Insured Amount, either directly or indirectly (as by paying through the Trustee), to any Holder of an Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount as set forth in Section 5.01. The Trustee as attorney-in-fact of the Holders of the Insured Certificates shall assign to the Certificate Insurer the rights of such Holder with respect to the Class 1-A1B and Class 2-A1C Certificates to the extent of such Insured Amount until the Certificate Insurer has been fully reimbursed therefore in accordance with the terms of the Financial Guaranty Insurance Policy. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee upon the register of Certificateholders upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. (e) At the end of the Term of the Financial Guaranty Insurance Policy (as defined in the Financial Guaranty Insurance Policy), the Trustee shall return the Financial Guaranty Insurance Policy to the Certificate Insurer for cancellation.

Financial Guaranty Insurance Policy. (a) On or prior to the Closing Date, the The Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Financial Guaranty Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. The Policy Account shall be opened by the Trustee upon receipt of the first payment on the Financial Guaranty Insurance Policy. (b) As soon as possible, and in no event later than 12:00 noon New York time on the second Business Day immediately preceding any Distribution Date, the Trustee shall furnish the Certificate Insurer and the Servicer with a completed Notice in the form set forth as Exhibit A to the Endorsement to the Financial Guaranty Insurance Policy in the event that there is a Deficiency Amount with respect to the Holders of the Insured Certificates, on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balances of the Insured Certificates, after giving effect to all payments of principal on each Class of Insured Certificates on such Final Distribution Date, other than pursuant to the Financial Guaranty Insurance Policy. The Notice shall specify the amount of Insured Amounts for the each Class of Insured Certificate and shall constitute a claim for an Insured Amount pursuant to the Financial Guaranty Insurance Policy. (c) Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Holders of the Insured Certificates, the Trustee shall deposit such Insured Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. . (d) The Trustee shall include on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B 1A-1B and Class 2-A1C 2A-1C regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Financial Guaranty Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (de) The Trustee shall (i) receive as attorney-in-fact of the Holders of the Insured Certificates any Insured Amount delivered to it by the Certificate Insurer for payment to such Holders and (ii) distribute such Insured Amount to such Holders as set forth in Section 5.01. Insured Amounts disbursed by the Trustee from proceeds of the Financial Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such disbursement of Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each such Holder, by its acceptance of its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that, to the extent the Certificate Insurer pays any Insured Amount, either directly or indirectly (as by paying through the Trustee), to any Holder of an Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount as set forth in Section 5.01. The Trustee as attorney-in-fact of the Holders of the Insured Certificates shall assign to the Certificate Insurer the rights of such Holder with respect to the Class 1-A1B 1A-1B and Class 2-A1C 2A-1C Certificates to the extent of such Insured Amount until the Certificate Insurer has been fully reimbursed therefore in accordance with the terms of the Financial Guaranty Insurance Policy. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee upon the register of Certificateholders upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. (ef) At the end of the Term of the Financial Guaranty Insurance Policy (as defined in the Financial Guaranty Insurance Policy), the Trustee shall return the Financial Guaranty Insurance Policy to the Certificate Insurer for cancellation.

Financial Guaranty Insurance Policy. (a) On or prior to the Closing Date, the Trustee Securities Administrator shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee Securities Administrator pursuant to the Financial Guaranty Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 12:00 noon New York time on the second Business Day immediately preceding any Distribution Date, the Trustee Securities Administrator shall furnish the Certificate Insurer and the Servicer Trustee with a completed Notice in the form set forth as Exhibit A to the Endorsement to the Financial Guaranty Insurance Policy in the event that there is a Deficiency Amount with respect to the Holders of the Insured Certificates, on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balances of the Insured Certificates, after giving effect to all payments of principal on each Class of Insured Certificates on such Final Distribution Date, other than pursuant to the Financial Guaranty Insurance Policy. The Notice shall specify the amount of Insured Amounts for the each Class of Insured Certificate and shall constitute a claim for an Insured Amount pursuant to the Financial Guaranty Insurance Policy. (c) Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Holders of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. The Trustee Securities Administrator shall include on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B and Class 2-A1C regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee Securities Administrator determines that the Certificate Insurer has paid more under the Financial Guaranty Insurance Policy than is required by the terms thereof, the Trustee Securities Administrator shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee Securities Administrator shall (i) receive as attorney-in-fact of the Holders of the Insured Certificates any Insured Amount delivered to it by the Certificate Insurer for payment to such Holders and (ii) distribute such Insured Amount to such Holders as set forth in Section 5.01. Insured Amounts disbursed by the Trustee Securities Administrator from proceeds of the Financial Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such disbursement of Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Holders. The Trustee Securities Administrator hereby agrees on behalf of the Holders of the Insured Certificates (and each such Holder, by its acceptance of its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that, to the extent the Certificate Insurer pays any Insured Amount, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to any Holder of an Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount as set forth in Section 5.01. The Trustee Securities Administrator as attorney-in-fact of the Holders of the Insured Certificates shall assign to the Certificate Insurer the rights of such Holder with respect to the Class 1-A1B and Class 2-A1C Certificates to the extent of such Insured Amount until the Certificate Insurer has been fully reimbursed therefore in accordance with the terms of the Financial Guaranty Insurance Policy. To evidence such subrogation, the Trustee Securities Administrator shall note the Certificate Insurer’s rights as subrogee upon the register of Certificateholders upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. (e) The Trustee, and each Holder and Certificate Owner of each Insured Certificate or interest therein, designates, appoints, authorizes and directs the Securities Administrator to deliver on behalf of the Trustee each Notice delivered pursuant to the Financial Guaranty Insurance Policy in accordance with Section 4.05 and to make, on behalf of and with full power to bind the Trustee and each such Holder and Certificate Owner, any of the agreements, assignments or covenants of the Trustee contained therein. To the extent necessary, this Agreement shall constitute an irrevocable limited power of attorney, coupled with an interest, from the Trustee and each such Holder and Certificate Owner to the Securities Administrator, to accomplish the foregoing. The Trustee shall have no liability for any actions or omissions of the Securities Administrator or any use of such power of attorney. (f) At the end of the Term of the Financial Guaranty Insurance Policy (as defined in the Financial Guaranty Insurance Policy), the Trustee shall return the Financial Guaranty Insurance Policy to the Certificate Insurer for cancellation.

Financial Guaranty Insurance Policy. (a) On or prior to the Closing Date, the The Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Financial Guaranty Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. The Policy Account shall be opened by the Trustee upon receipt of the first payment on the Financial Guaranty Insurance Policy. (b) As soon as possible, and in no event later than 12:00 noon New York time on the second Business Day immediately preceding any Distribution Date, the Trustee shall furnish the Certificate Insurer and the Servicer with a completed Notice in the form set forth as Exhibit A to the Endorsement to the Financial Guaranty Insurance Policy in the event that there is a Deficiency Amount with respect to the Holders of the Insured Certificates, on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balances of the Insured Certificates, after giving effect to all payments of principal on each Class of Insured Certificates on such Final Distribution Date, other than pursuant to the Financial Guaranty Insurance Policy. The Notice shall specify the amount of Insured Amounts for the each Class of Insured Certificate and shall constitute a claim for an Insured Amount pursuant to the Financial Guaranty Insurance Policy. (c) Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Holders of the Insured Certificates, the Trustee shall deposit such Insured Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. . (d) The Trustee shall include on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B 1A-1B and Class 2-A1C 2A-1C1 regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Financial Guaranty Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (de) The Trustee shall (i) receive as attorney-in-fact of the Holders of the Insured Certificates any Insured Amount delivered to it by the Certificate Insurer for payment to such Holders and (ii) distribute such Insured Amount to such Holders as set forth in Section 5.01. Insured Amounts disbursed by the Trustee from proceeds of the Financial Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such disbursement of Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each such Holder, by its acceptance of its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that, to the extent the Certificate Insurer pays any Insured Amount, either directly or indirectly (as by paying through the Trustee), to any Holder of an Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount as set forth in Section 5.01. The Trustee as attorney-in-fact of the Holders of the Insured Certificates shall assign to the Certificate Insurer the rights of such Holder with respect to the Class 1-A1B 1A-1B and Class 2-A1C 2A-1C1 Certificates to the extent of such Insured Amount until the Certificate Insurer has been fully reimbursed therefore in accordance with the terms of the Financial Guaranty Insurance Policy. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee upon the register of Certificateholders upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. (ef) At the end of the Term of the Financial Guaranty Insurance Policy (as defined in the Financial Guaranty Insurance Policy), the Trustee shall return the Financial Guaranty Insurance Policy to the Certificate Insurer for cancellation.

Financial Guaranty Insurance Policy. (a) On or prior to the Closing Date, the The Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Financial Guaranty Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. The Policy Account shall be opened by the Trustee upon receipt of the first payment on the Financial Guaranty Insurance Policy. (b) As soon as possible, and in no event later than 12:00 noon New York time on the second Business Day immediately preceding any Distribution Date, the Trustee shall furnish the Certificate Insurer and the Servicer with a completed Notice in the form set forth as Exhibit A to the Endorsement to the Financial Guaranty Insurance Policy in the event that there is a Deficiency Amount with respect to the Holders of the Insured Certificates, on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balances of the Insured Certificates, after giving effect to all payments of principal on each Class of Insured Certificates on such Final Distribution Date, other than pursuant to the Financial Guaranty Insurance Policy. The Notice shall specify the amount of Insured Amounts for the each Class of Insured Certificate and shall constitute a claim for an Insured Amount pursuant to the Financial Guaranty Insurance Policy. (c) Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Holders of the Insured Certificates, the Trustee shall deposit such Insured Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. . (d) The Trustee shall include on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B 2A-1B and Class 2-A1C 2A-2C regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Financial Guaranty Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (de) The Trustee shall (i) receive as attorney-in-fact of the Holders of the Insured Certificates any Insured Amount delivered to it by the Certificate Insurer for payment to such Holders and (ii) distribute such Insured Amount to such Holders as set forth in Section 5.01. Insured Amounts disbursed by the Trustee from proceeds of the Financial Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such disbursement of Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each such Holder, by its acceptance of its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that, to the extent the Certificate Insurer pays any Insured Amount, either directly or indirectly (as by paying through the Trustee), to any Holder of an Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount as set forth in Section 5.01. The Trustee as attorney-in-fact of the Holders of the Insured Certificates shall assign to the Certificate Insurer the rights of such Holder with respect to the Class 1-A1B 2A-1B and Class 2-A1C 2A-2C Certificates to the extent of such Insured Amount until the Certificate Insurer has been fully reimbursed therefore in accordance with the terms of the Financial Guaranty Insurance Policy. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee upon the register of Certificateholders upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. (ef) At the end of the Term of the Financial Guaranty Insurance Policy (as defined in the Financial Guaranty Insurance Policy), the Trustee shall return the Financial Guaranty Insurance Policy to the Certificate Insurer for cancellation.