Payments on Notes 37 Section 14.1. Place of Payment................................................................................ 37 Section 14.2. Home Office Payment........................................................................ 37 SECTION 15.
Payments of Notes on Default Suit Therefor 33 Section 6.05. Application of Monies Collected by Trustee 35 Section 6.06. Proceedings by Holders 36 Section 6.07. Proceedings by Trustee 37 Section 6.08. Remedies Cumulative and Continuing 37 Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders 37 Section 6.10. Notice of Defaults 38 Section 6.11. Undertaking to Pay Costs 38
Payments on the Notes Payments on the Notes that are to be made from amounts withdrawn from the Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or a Note Paying Agent. No amounts withdrawn for payments on the Notes may be paid over to the Issuer, except as stated in this Section 3.3.
Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.
Interest Unpaid Class Accrued Certificate Interest Shortfalls Interest Class Interest Payable Pay-out Rate ----- -------- ------------------- ------- ------------ PO2 $ 0.00 $ 0.00 $ 0.00 % 0.000000000 2A1 $ 235,400.00 $ 0.00 $ 235,400.00 % 6.600000000 2A2 $ 127,997.92 $ 0.00 $ 127,997.92 % 6.550000171 2A3 $ 9,258.33 $ 0.00 $ 9,258.33 % 6.749997553 2A4 $ 314,134.25 $ 0.00 $ 314,134.25 % 5.812500000 2A5 $ 118,222.36 $ 0.00 $ 118,222.36 % 11.358153172 2A6 $ 27,022.30 $ 0.00 $ 27,022.30 % 7.499999705 2A7 $ 0.00 $ 0.00 $ 0.00 % 0.000000000 2A8 $ 5,537.40 $ 0.00 $ 0.00 % 6.749997303 2A9 $ 178,875.00 $ 0.00 $ 178,875.00 % 6.750000000 2R $ 0.56 $ 0.00 $ 0.56 % 6.720000000 2RL $ 0.56 $ 0.00 $ 0.56 % 6.720000000 2M $ 20,782.11 $ 0.00 $ 20,782.11 % 6.749998691 2B1 $ 8,429.58 $ 0.00 $ 8,429.58 % 6.749999865 2B2 $ 4,495.40 $ 0.00 $ 4,495.40 % 6.749997063 2B3 $ 4,495.40 $ 0.00 $ 4,495.40 % 6.749997063 2B4 $ 2,250.51 $ 0.00 $ 2,250.51 % 6.750008717 2B5 $ 4,495.86 $ 0.00 $ 4,495.86 % 6.750007347
Payment on Notes (a) Subject to the Payment Restrictions, MBIA shall provide to the Paying Agent, in immediately available funds on or prior to 10:00 a.m., New York time, but in any event no later than 12:00 noon, New York time, on each Interest Payment Date, Maturity Date, Scheduled Interest Payment Date, Scheduled Maturity Date or Redemption Date, such amount, in U.S. dollars, as is necessary to make such payment as is due, and MBIA hereby authorizes and directs the Paying Agent from funds so provided to it to make or cause to be made payment of the principal of and interest on, and Redemption Price or Make Whole Redemption Price with respect to, the Notes in the manner, at the times and for the purposes set forth herein and in the text of the Notes. Payments in respect of principal on or a redemption of Notes will be made only against surrender of such Notes. Payments in respect of interest on each scheduled payment date with respect to any such Note will be made to the Person in whose name such Note is registered at the close of business on the applicable Record Date. Payments of principal of, interest on or amounts with respect to a redemption of the Notes will be made by U.S. dollar check drawn on a bank in The City of New York or, for holders of at least $5,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States, provided that a written request from such Holder to such effect is received by the Fiscal Agent or the Paying Agent not less than 15 days (or such fewer days as the Fiscal Agent may accept at its discretion) prior to the scheduled payment date of the payment to be made. Unless such designation is revoked, any such designation made by such Person with respect to such Note will remain in effect with respect to any future payments with respect to such Note payable to such Person. MBIA will pay any reasonable administrative costs imposed in connection with making any such payments by wire transfer.
(b) MBIA will use its best efforts to obtain the approval of the Superintendent for the payment by MBIA of interest on and principal of, and Redemption Price or Make Whole Redemption Price with respect to, the Notes on each Interest Payment Date and the Maturity Date and any Redemption Date and, in the event any such approval has not been obtained for such payment at or prior to the applicable Interest Payment Date or the Maturity Date or any Redemption Date, as the case may be, to continue to use its best efforts to obtain such approval promptly thereafter. The first Business Day on or after any such Interest Payment Date or the Maturity Date or any Redemption Date on which the Payment Restrictions for any such payment of interest or principal or Redemption Price or Make Whole Redemption Price, as the case may be, are satisfied is referred to herein as “Scheduled Interest Payment Date” or “Scheduled Maturity Date” with respect to such payment of interest or principal or Redemption Price or Make Whole Redemption Price, as the case may be. Not less than 45 days prior to each Interest Payment Date and the Maturity Date (excluding any such Maturity Date which arises as a result of the obtaining of an order or the granting of approval for the rehabilitation, liquidation, conservation or dissolution of MBIA) and not less than 30 days prior to any Redemption Date, MBIA will seek the approval of the Superintendent to make each payment of interest on and principal of, and the Redemption Price or Make Whole Redemption Price with respect to, the Notes, respectively. In addition, MBIA will notify or cause to be notified in writing each Holder and the Fiscal Agent no later than five Business Days prior to each Interest Payment Date, the Maturity Date and a Redemption Date (excluding any such Maturity Date which arises as a result of the obtaining of an order or the granting of approval for the rehabilitation, liquidation, conservation or dissolution of MBIA) in the event that the Superintendent has not then approved the making of any such payment on such date or in case the Payment Restrictions are otherwise not satisfied, and thereafter will promptly notify in writing the Fiscal Agent in the event that MBIA shall have failed to make any such payment on any such date.
(c) MBIA will pay interest on each Note (i) subject to the Payment Restrictions, on each Interest Payment Date (if the Interest Payment Date is a Business Day, otherwise on the first Business Day after any such Interest Payment Date) to the Holder of such Note as of the close of business on the Record Date for the applicable Interest Payment Date or (ii) if the Payment Restrictions are not satisfied on any such Interest Payment Date, on the applicable Scheduled Interest Payment Date to the Holder of such Note as of the close of business on the Record Date for the applicable Scheduled Interest Payment Date or, in each case, on the subsequent special record date, if any, determined pursuant to
Date and Denomination of Notes; Payments of Interest and Defaulted Amounts (a) The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.
(b) The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company designated by the Company for such purposes in the contiguous United States of America, which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay (or cause the Paying Agent to pay to the extent funded by the Company) interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each such Holder or, upon application by such a Holder to the Note Registrar (containing the requisite information for the Trustee or Paying Agent to make such wire transfer) not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States of America, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.
(c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum at the rate borne by the Notes from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:
(i) The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be delivered to each Holder at its address as it appears in the Note Register, or by electronic means to the Depositary in the case of Global Notes, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c). The Trustee shall have no responsibility whatsoever for the calculation of the Defaulted Amounts.
(ii) The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.
Late payment on Zero Coupon Notes If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 7.1, 7.2, 7.3, 7.4, 7.5, 7.6 or 7.7 above or upon its becoming due and repayable as provided in Condition 10 (Events of Default) is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 7.8(b) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:
(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Principal Paying Agent or the Registrar and notice to that effect has been given to the Noteholders in accordance with Condition 14 (Notices).
Floating Rate Notes If this Note is specified on the face hereof as a “Floating Rate Note”:
Date and Denomination of Notes; Payments of Interest The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.
